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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: September 26, 2004

or

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

  For the transition period from _____________________ to _____________________

Commission File Number:  1-31805


JOURNAL COMMUNICATIONS, INC.

(Exact name of registrant as specified in its charter)

Wisconsin


20-0020198

(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)

333 W. State Street, Milwaukee, Wisconsin


53203

(Address of principal executive offices) (Zip Code)

414-224-2616

(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the 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          

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act)     Yes                No     X   

Number of shares outstanding of each of the issuer’s classes of common stock as of October 29, 2004 (excluding 4,338,352 and 4,338,353 shares of class B-1 and B-2 common stock, respectively, held by our subsidiary, The Journal Company):

Class
Outstanding at October 29, 2004
Class A Common Stock 27,013,436                     
Class B-1 Common Stock 9,654,569                     
Class B-2 Common Stock 35,549,109                     
Class C Common Stock 3,264,000                     

JOURNAL COMMUNICATIONS, INC.

INDEX

Page
 No. 
Part I Financial Information  
 
Item 1. Financial Statements
 
Consolidated Condensed Balance Sheets as of
September 26, 2004 (Unaudited) and December 31, 2003
 
Unaudited Consolidated Condensed Statements of Earnings
for the Third Quarter and Three Quarters Ended
September 26, 2004 and September 28, 2003
 
Unaudited Consolidated Condensed Statement of
Shareholders' Equity for the Three Quarters Ended
September 26, 2004
 
Unaudited Consolidated Condensed Statements of
Cash Flows for the Three Quarters Ended September 26, 2004
and September 28, 2003
 
Notes to Unaudited Consolidated Condensed
Financial Statements as of September 26, 2004
 
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 12 
 
Item 3. Quantitative and Qualitative Disclosure of Market Risk 27 
 
Item 4. Controls and Procedures 27 
 
 
Part II Other Information  
 
Item 1. Legal Proceedings 27 
 
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 27 
 
Item 3. Defaults Upon Senior Securities 27 
 
Item 4. Submission of Matters to a Vote of Security Holders 27 
 
Item 5. Other Information 28 
 
Item 6. Exhibits 29 

1


PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

JOURNAL COMMUNICATIONS, INC.
Consolidated Condensed Balance Sheets
(in thousands, except share and per-share amounts)

September 26,        
2004        

December 31,
2003

   (Unaudited)
ASSETS            
Current assets:  
     Cash and cash equivalents   $ 6,953   $ 8,444  
     Receivables, less allowance for doubtful accounts  
         of $8,394 and $6,836    93,904    96,563  
     Inventories    17,204    15,216  
     Prepaid expenses    13,544    13,236  
     Deferred income taxes    8,706    8,948  


     TOTAL CURRENT ASSETS       140,311     142,407  

Property and equipment, at cost, less accumulated depreciation
  
     of $361,321 and $331,658    300,990    314,595  
Goodwill    114,283    114,283  
Broadcast licenses    129,548    129,548  
Other intangible assets, net    9,393    9,900  
Prepaid pension costs    25,003    28,421  
Other assets, net    12,784    8,021  


     TOTAL ASSETS     $ 732,312   $ 747,175  


LIABILITIES AND SHAREHOLDERS' EQUITY   
Current liabilities:  
     Accounts payable   $ 39,501   $ 38,369  
     Accrued compensation    24,552    24,704  
     Deferred revenue    20,476    22,590  
     Accrued employee benefits    12,490    9,830  
     Other current liabilities    15,126    21,567  
     Current portion of long-term liabilities    584    683  


     TOTAL CURRENT LIABILITIES       112,729     117,743  

Accrued employee benefits
    16,865    16,457  
Long-term notes payable to banks    55,453    84,000  
Deferred income taxes    60,347    56,477  
Other long-term liabilities    15,198    8,748  

Shareholders' equity:
  
     Preferred stock, $0.01 par - authorized 10,000,000 shares; no shares  
       outstanding at September 26, 2004 and at December 31, 2003    --    --  
     Common stock, $0.01 par:  
      Class C - authorized 10,000,000 shares; issued and outstanding:  
         3,264,000 shares at September 26, 2004 and December 31, 2003    33    33  
      Class B-2 - authorized 60,000,000 shares; issued and outstanding:  
         35,549,109 shares at September 26, 2004 and 38,301,224 shares  
         at December 31, 2003    399    427  
      Class B-1 - authorized 60,000,000 shares; issued and outstanding:  
         9,707,476 shares at September 26, 2004 and 14,972,117 shares  
         at December 31, 2003    140    193  
      Class A - authorized 170,000,000 shares; issued and outstanding:  
         26,960,529 shares at September 26, 2004 and 20,191,542 shares  
         at December 31, 2003    270    201  
     Additional paid-in capital    385,030    268,907  
     Unearned compensation    (118 )  (129 )
     Retained earnings    194,681    302,833  
     Treasury stock, at cost    (108,715 )  (108,715 )


     TOTAL SHAREHOLDERS' EQUITY       471,720     463,750  


     TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY     $ 732,312   $ 747,175  



Note: The balance sheet at December 31, 2003 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 Earnings
(in thousands, except per-share amounts)

Third Quarter Ended     Three Quarters Ended   
 


September 26,      
2004      

September 28,      
2003      

September 26,      
2004      

September 28, 
2003

Operating revenue:                    
     Publishing   $ 81,502   $ 78,153   $ 241,772   $ 232,615  
     Broadcasting    43,958    38,483    120,847    108,391  
     Telecommunications    35,766    36,976    108,127    111,095  
     Printing services    17,955    20,716    57,146    64,137  
     Other    25,243    24,770    77,224    72,121  




Total operating revenue       204,424     199,098     605,116     588,359  

Operating costs and expenses:
  
     Publishing    39,462    38,496    116,981    116,157  
     Broadcasting    17,912    17,250    49,398    48,118  
     Telecommunications    20,880    21,353    62,184    62,442  
     Printing services    15,987    17,283    49,906    53,292  
     Other    21,159    20,354    63,854    59,515  




Total operating costs and expenses    115,400    114,736    342,323    339,524  

Selling and administrative expenses
    56,517    52,840    168,537    169,618  




Total operating costs and expenses and selling    
      and administrative expenses       171,917     167,576     510,860     509,142  





Operating earnings
      32,507     31,522     94,256     79,217  

Other income and expense:
  
     Interest income and dividends    102    82    239    219  
     Interest expense, net    (573 )  (360 )  (1,575 )  (1,811 )




Total other income and expense    (471 )  (278 )  (1,336 )  (1,592 )





Earnings before income taxes
    32,036    31,244    92,920    77,625  

Provision for income taxes
    12,815    12,653    37,169    31,345  





Net earnings
    $ 19,221   $ 18,591   $ 55,751   $ 46,280  





Net earnings available to class A and B
   
     common shareholders     $ 18,757   $ 18,591   $ 54,360   $ 46,280  





Earnings per share:
  
     Basic   $ 0.26   $ 0.24   $ 0.74   $ 0.60  




     Diluted   $ 0.25   $ 0.24   $ 0.72   $ 0.60  




See accompanying notes to unaudited consolidated condensed financial statements.

3


Journal Communications, Inc.
Unaudited Consolidated Condensed Statement of Shareholders' Equity
For the Three Quarters ended September 26, 2004
(dollars in thousands, except per-share amounts)

Pre- Common Stock
Additional Unearned Treasury Compre-
hensive
ferred
Stock

Class C
Class B-2
Class B-1
Class A
Paid-in-Capital
Compen-sation
Retained
Earnings

Stock, at cost
Total
Income
(Loss)

Balance at
  December 31, 2003
    $ --   $ 33   $ 427   $ 193   $ 201   $ 268,907   $ (129 ) $ 302,833   $ (108,715 ) $ 463,750      
 
Net earnings and
  other comprehensive
  income
                                15,699        15,699   $ 15,699  

Dividends declared:  
    Class C ($0.142
      per share)
                                (464 )    (464 )
    Class B ($0.065
      per share)
                                (3,463 )    (3,463 )
    Class A ($0.065
      per share)
                                (1,312 )    (1,312 )
Issuance of shares:  
    Conversion of
      class B to class A
           (1 )    1          --
Amortization of
  unearned compensation
                            11      11










Balance at
  March 28, 2004
    $ --   $ 33   $ 426   $ 193   $ 202   $ 268,907   $ (118 ) $ 313,293   $ (108,715 ) $ 474,221      










Net earnings and other
  comprehensive income
                                20,831        20,831 $20,831  

Dividends declared:  
    Class C ($0.142
      per share)
                                (464 )    (464 )
    Class B ($0.065
      per share)
                                (3,461 )    (3,461 )
    Class A ($0.065
      per share)
                                (1,313 )    (1,313 )
Issuance of shares:  
    Follow-on equity
      offering
                    67  115,912        115,979
    Nonvested restricted
      stock
                        26 (26 )      --
Amortization of
  unearned
  compensation
                            13      13
Shares purchased
  and redeemed in
  tender offer
           (28 ) (52 )   (303 )   (148,296 )  (148,679 )










Balance at
  June 27, 2004
    $ --   $ 33   $ 398   $ 141   $ 269   $ 384,542   $ (131 ) $ 180,590   $ (108,715 ) $ 457,127      










Net earnings and other
  comprehensive income
                                19,221        19,221 $19,221  

Dividends declared:  
    Class C ($0.142
      per share)
                                (464 )    (464 )
    Class B ($0.065
      per share)
                                (2,944 )    (2,944 )
    Class A ($0.065
      per share)
                                (1,750 )    (1,750 )
Issuance of shares:  
    Conversion of
      class B to class A
                (1 )  1          --
    Follow-on equity
      offering
                      (36 )      (36 )
    Employee stock
      purchase plan
            1            524      525
Amortization of
  unearned
  compensation
                            13      13
Finalization of costs
  associated with
  tender offer
               28  28










Balance at
  September 26, 2004
    $ --   $ 33   $ 399   $ 140   $ 270   $ 385,030   $ (118 ) $ 194,681   $ (108,715 ) $ 471,720      










4


Journal Communications, Inc.
Unaudited Consolidated Condensed Statements of Cash Flows
(in thousands)

Three Quarters Ended   
September 26,         
2004         

September 28,
2003

Cash flow from operating activities:            
     Net earnings   $ 55,751   $ 46,280  
     Adjustments for non-cash items:  
         Depreciation    33,149    34,584  
         Amortization    1,105    1,237  
         Provision for doubtful accounts    2,221    1,930  
         Deferred income taxes    4,112    11,448  
         Net (gain) loss from disposal of assets    579    (2,516 )
     Net changes in operating assets and liabilities:  
               Receivables    799    (14,038 )
               Inventories    (1,988 )  1,513  
               Accounts payable    1,132    11,062  
               Other assets and liabilities    (904 )  6,973  


                  NET CASH PROVIDED BY OPERATING ACTIVITIES       95,956     98,473  

Cash flow from investing activities:
  
     Capital expenditures for property and equipment    (20,526 )  (35,721 )
     Proceeds from sales of assets    42    5,499  
     Acquisition of business    (598 )  (1,450 )


                  NET CASH USED FOR INVESTING ACTIVITIES       (21,082 )   (31,672 )

Cash flow from financing activities:
  
     Net decrease in short-term borrowings    --    (43,660 )
     Proceeds from long-term notes payable to banks    196,235    --  
     Payments on long-term notes payable to banks    (224,782 )  --  
     Proceeds from issuance of common stock, net    116,468    --  
     Purchase and redemption of common stock, net    (148,651 )  --  
     Cash dividends    (15,635 )  (23,324 )


                  NET CASH USED FOR FINANCING ACTIVITIES       (76,365 )   (66,984 )



NET DECREASE IN CASH AND CASH EQUIVALENTS
      (1,491 )   (183 )

Cash and cash equivalents:
  
     Beginning of year    8,444    8,455  



     At September 26, 2004 and September 28, 2003
    $ 6,953   $ 8,272  


See accompanying notes to unaudited consolidated condensed financial statements.

5


JOURNAL COMMUNICATIONS, INC.
Notes to Unaudited Consolidated Condensed Financial Statements
(in thousands, except per-share amounts)

1 BASIS OF PRESENTATION

  The accompanying unaudited consolidated condensed financial statements have been prepared by Journal Communications, Inc. and its wholly owned subsidiaries in accordance with accounting principles generally accepted in the United States for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission and reflect normal and recurring adjustments, which we believe to be necessary for a fair presentation. As permitted by these regulations, these statements do not include all of the information and footnotes required by accounting principles generally accepted in the United States for annual financial statements. However, we believe that the disclosures are adequate to make the information presented not misleading. The operating results for the third quarter and three quarters ended September 26, 2004 are not necessarily indicative of the results that may be expected for the fiscal year ending December 26, 2004. You should read these unaudited consolidated condensed financial statements in conjunction with the consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2003.

2 ACCOUNTING PERIODS

  As of January 1, 2004, we adopted a 52-53 week fiscal year ending on the last Sunday of December in each year. In addition, we have four quarterly reporting periods, each consisting of 13 weeks and ending on a Sunday, provided that once every six years, starting in 2006, the fourth quarterly reporting period will be 14 weeks.

  Prior to fiscal 2004, we divided our calendar year into 13 four-week accounting periods, except that the first and thirteenth periods were longer or shorter to the extent necessary to make each accounting year end on December 31 and we followed a practice of reporting our quarterly financial statements at the end of the third accounting period (the first quarter), at the end of the sixth accounting period (the second quarter), and at the end of the tenth accounting period (the third quarter). The results of the third quarter and three quarters ended September 28, 2003 have been presented on a basis which conforms to the quarterly reporting of operating results adopted effective January 1, 2004.

3 EARNINGS PER SHARE

  Basic earnings per share are computed by dividing net earnings available to class A and B common shareholders by the weighted average number of class A and B shares outstanding during the period. Diluted earnings per share are computed based upon the assumption that the class C shares outstanding were converted into class A and B shares, the assumed common shares purchased upon exercise of certain of our non-statutory stock options and the assumed common shares outstanding upon expiration of the vesting periods for our non-vested restricted stock. In the third quarter and three quarters ended September 28, 2003, basic and diluted earnings were the same because there were no dilutive securities.

6


JOURNAL COMMUNICATIONS, INC.
Notes to Unaudited Consolidated Condensed Financial Statements
(in thousands, except per-share amounts)

3 EARNINGS PER SHARE, continued

  Basic and diluted earnings per share are computed as follows:

Third Quarter Ended
Three Quarters Ended
September 26,    
2004    

September 28,    
2003    

September 26,    
2004    

September 28,   
2003   

Basic earnings:                    
Net earnings   $ 19,221   $ 18,591   $ 55,751   $ 46,280  
Less dividends on class C common stock    (464 )  --    (1,391 )  --  




Net earnings available to class A and B  
  common shareholders   $ 18,757   $ 18,591   $ 54,360   $ 46,280  




Weighted average class A and B  
  shares outstanding    72,207    77,747    73,174    77,747  

Basic earnings per share
   $ 0.26   $ 0.24   $ 0.74   $ 0.60  




Diluted earnings:  
Net earnings available to class A and B  
   common shareholders   $ 18,757   $ 18,591   $ 54,360   $ 46,280  
Plus dividends on class C common stock    464    --    1,391    --  




Net earnings   $ 19,221   $ 18,591   $ 55,751   $ 46,280  




Weighted average shares outstanding    72,207    77,747    73,174    77,747  
Assumed exercise of stock options, net of  
  common shares assumed repurchased  
     with the proceeds    --    --    1    --  
Assumed vesting of restricted stock    3    --    2    --  
Incremental class A and B shares for assumed  
  conversion of class C shares    4,452    --    4,452    --  




Adjusted weighted average shares outstanding    76,662    77,747    77,629    77,747  




Diluted earnings per share   $ 0.25   $ 0.24   $ 0.72   $ 0.60  





  Each of the 3,264 class C shares outstanding, all of which are held by the Grant family shareholders, is convertible at any time at the option of the holder into either (i) 1.363970 class A shares (or a total of 4,452 class A shares) or (ii) 0.248243 class A shares (or a total of 810 class A shares) and 1.115727 class B shares (or a total of 3,642 class B shares). Pursuant to our articles of incorporation, each class of common stock has equal rights with respect to cash dividends, except that dividends on class C shares are cumulative and will not be less than $0.57 per year or $0.142 per quarter.

4 STOCK-BASED COMPENSATION

  We account for stock-based compensation by using the intrinsic value-based method in accordance with Accounting Principles Board Opinion (APB) No. 25, “Accounting for Stock Issued to Employees.” Under APB No. 25, we do not recognize compensation expense for our stock options because the exercise price equals the market price of the underlying stock on the grant date. We recognize compensation expense related to restricted stock grants over the vesting period. As permitted, we have elected to adopt the disclosure only provisions of Statement No. 123, “Accounting for Stock-Based Compensation,” and Statement No. 148, “Accounting for Stock-Based Compensation — Transition and Disclosure — an Amendment of FASB Statement No. 123.”

  Statement No. 123, as amended by Statement No. 148, establishes a fair value-based method of accounting for employee stock-based compensation plans and encourages companies to adopt that method. However, it also allows companies to continue to apply the intrinsic value-based method currently prescribed under APB No. 25. We have chosen to continue to report stock-based compensation in accordance with APB No. 25, and provide the following pro forma disclosure of the effects of applying the fair value method to all applicable awards granted. The following table illustrates the effect on net earnings and net earnings per share if we had applied the fair value recognition provisions of Statement No. 123:

7


JOURNAL COMMUNICATIONS, INC.
Notes to Unaudited Consolidated Condensed Financial Statements
(in thousands, except per-share amounts)

4 STOCK-BASED COMPENSATION, continued

Third Quarter Ended
Three Quarters Ended
September 26,    
2004    

September 28,    
2003    

September 26,    
2004    

September 28,   
2003   


Net earnings as reported
    $ 19,221   $ 18,591   $ 55,751   $ 46,280  
Add compensation cost of restricted stock  
  grants, net of related tax effects, included in  
  the determination of net earnings as reported    8    --    22    --  
Deduct stock based compensation determined  
  under fair value-based method, net of related  
  tax effects:  
  Stock options    (20 )  --    (46 )  --  
  Employee stock purchase plan    (35 )  --    (35 )  --  
  Restricted stock grants    (8 )  --    (22 )  --  




Pro forma net earnings   $ 19,166   $ 18,591   $ 55,670   $ 46,280  




Net earnings per share of common stock:  
  Basic earnings per share:  
  As reported   $ 0.26   $ 0.24   $ 0.74   $ 0.60  




  Pro forma   $ 0.26   $ 0.24   $ 0.74   $ 0.60  




  Diluted earnings per share:  
  As reported   $ 0.25   $ 0.24   $ 0.72   $ 0.60  




  Pro forma   $ 0.25   $ 0.24   $ 0.72   $ 0.60  





5 INVENTORIES

  Inventories are stated at the lower of cost (first in, first out method) or market. Inventories at September 26, 2004 and December 31, 2003 consisted of the following:

September 26,     
2004     

December 31,
2003

Paper and supplies     $ 9,651   $ 6,903  
Work in process    2,063    2,328  
Finished goods    6,212    6,816  
Less obsolescence reserve    (722 )  (831 )


Inventories   $ 17,204   $ 15,216  



6 LONG-TERM NOTES PAYABLE TO BANKS

  We have a $350 million unsecured revolving credit facility expiring on September 4, 2008. The interest rate on borrowings is either LIBOR plus a margin that ranges from 87.5 basis points to 150 basis points, depending on our leverage, or the “Base Rate,” which equals the higher of the prime rate set by U.S. Bank, N.A. or the Federal Funds Rate plus one percent per annum. As of September 26, 2004, we had borrowings of $55,453 under the facility at the weighted average interest rate of 2.8%. Fees of $1,959 in connection with the facility are being amortized over the term of the facility using the straight-line method which approximates the effective-interest method.

7 EMPLOYEE BENEFIT PLANS

  FASB Staff Position 106-2, “Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003” (the “FSP”), was issued on May 19, 2004 and is effective as of the first interim or annual period beginning after June 15, 2004. The FSP provides guidance on accounting for the effects of the new Medicare prescription drug legislation and also contains guidance on transition. Our postretirement health benefit plans provide for prescription drug benefits. We have determined that certain of our plans provide benefits that are actuarially equivalent to the Medicare Part D benefit under the Act. Upon retroactive adoption of the Act (fourth quarter of 2004), the accumulated postretirement benefit obligation will be reduced by approximately $5,100, which will result in a decrease in our net periodic other postretirement benefit cost of approximately $160 for each of the first three quarters of 2004. A similar decrease is anticipated for the fourth quarter of 2004. Certain definitions and interpretations, yet to be issued by the federal government, could require us to adjust future estimates.

8


JOURNAL COMMUNICATIONS, INC.
Notes to Unaudited Consolidated Condensed Financial Statements
(in thousands, except per-share amounts)

7 EMPLOYEE BENEFIT PLANS, continued

  The components of our net periodic benefit costs for our defined benefit and non-qualified pension plans and our postretirement health benefit plans are as follows:

Pension Benefits
Third Quarter Ended
Three Quarters Ended
September 26,    
2004    

September 28,    
2003    

September 26,    
2004    

September 28,   
2003   

Service cost     $ 1,237   $ 1,062   $ 3,711   $ 3,186  
Interest cost    2,080    2,022    6,240    6,066  
Expected return on plan assets    (2,600 )  (2,642 )  (7,800 )  (7,926 )
Amortization of:  
  Unrecognized prior service cost    64    64    192    192  
  Unrecognized net transition obligation    27    156    81    468  
  Unrecognized net loss    419    27    1,257    81  




Net periodic benefit cost included in total  
  operating costs and expenses and  
  selling and administrative expenses   $ 1,227   $ 689   $ 3,681   $ 2,067  





Other Postretirement Benefits
Third Quarter Ended
Three Quarters Ended
September 26,    
2004    

September 28,    
2003    

September 26,    
2004    

September 28,   
2003   

Service cost     $ 93   $ 93   $ 279   $ 279  
Interest cost    515    515    1,545    1,545  
Amortization of:  
  Unrecognized net transition obligation    137    137    411    411  
  Unrecognized net loss    112    112    336    336  




Net periodic benefit cost included in  
  total operating costs and expenses and  
  selling and administrative expenses   $ 857   $ 857   $ 2,571   $ 2,571  





8 GOODWILL AND OTHER INTANGIBLE ASSETS

  Definite-lived Intangibles
Our definite-lived intangible assets consist primarily of network affiliation agreements, customer lists and non-compete agreements. We amortize the network affiliation agreements over a period of 25 years, the customer lists over a period of 5 to 40 years and the non-compete agreements over the terms of the contracts.

  Amortization expense was $193 for the third quarter ended September 26, 2004 and $1,105 for the three quarters ended September 26, 2004. Estimated amortization expense for our next five fiscal years is $1,336 for 2004, $763 for 2005, $748 for 2006, $710 for 2007 and $662 for 2008.

9


JOURNAL COMMUNICATIONS, INC.
Notes to Unaudited Consolidated Condensed Financial Statements
(in thousands, except per-share amounts)

8 GOODWILL AND OTHER INTANGIBLE ASSETS, continued

  The gross carrying amount, accumulated amortization and net carrying amount of the major classes of definite-lived intangible assets as of September 26, 2004 and December 31, 2003 is as follows:

Gross
Carrying
Amount

Accumulated
Amortization

Net
Carrying
Amount

As of September 26, 2004                
Network affiliation agreements   $ 7,759   $ (1,085 ) $ 6,674  
Customer lists    18,010    (15,973 )  2,037  
Non-compete agreements    24,838    (24,761 )  77  
Other    3,439    (2,834 )  605  



Total   $ 54,046   $ (44,653 ) $ 9,393  



As of December 31, 2003   
Network affiliation agreements   $ 7,759   $ (863 ) $ 6,896  
Customer lists    17,771    (15,368 )  2,403  
Non-compete agreements    24,838    (24,256 )  582  
Other    3,080    (3,061 )  19  



Total   $ 53,448   $ (43,548 ) $ 9,900  




  Indefinite-lived Intangibles
Broadcast licenses are deemed to have indefinite useful lives because we have renewed these agreements without issue in the past and we intend to renew them indefinitely in the future. Accordingly, we expect the cash flows from our broadcast licenses to continue indefinitely. There were no changes to the carrying amount of broadcast licenses in the three quarters ended September 26, 2004.

  Goodwill
There were no changes in the carrying amount of goodwill in the three quarters ended September 26, 2004.

9 WORKFORCE REDUCTION AND BUSINESS IMPROVEMENT INITIATIVES

  Activity associated with our daily newspaper’s and printing services’ workforce reduction and business improvement initiatives during the three quarters ended September 26, 2004 is as follows:

Balance at
December 31, 2003

Additions
Payments
Balance at
September 26, 2004

Employee severance and benefits     $ 347   $ --   $ (317 ) $ 30  
Facility costs    131    --    (68 )  63  




    $ 478   $ --   $ (385 ) $ 93  





  The obligations for our workforce reduction and business improvement initiatives are included in other current liabilities in the consolidated balance sheets. The remaining costs associated with these actions are expected to be paid in 2004, except for portions of the $63 liability representing the remaining operating lease obligation for the closed CD-ROM mastering and replication facility, which obligation expires in June 2005.

10 SEGMENT INFORMATION

  We conduct our operations through four reportable segments: publishing, broadcasting, telecommunications and printing services. In addition, our label printing business, our direct marketing services business and certain administrative activities are aggregated and reported as “other.” All operations primarily conduct their business in the United States. We publish the Milwaukee Journal Sentinel and more than 90 weekly shopper and community newspapers in eight states. Our broadcasting segment consists of 38 radio stations and seven television stations in 11 states and we operate an additional television station under a local marketing agreement. Our telecommunications segment consists of wholesale and business-to-business telecommunications services provided through a high speed fiber optic telecommunications network that covers more than 4,400 route miles in seven states, of which we operate about 3,800 route miles. Our printing services segment reflects the operations of our printing and assembly and fulfillment business.

10


JOURNAL COMMUNICATIONS, INC.
Notes to Unaudited Consolidated Condensed Financial Statements
(in thousands, except per-share amounts)

10 SEGMENT INFORMATION, continued

  The following tables summarize operating revenue, operating earnings, depreciation and amortization and capital expenditures for the third quarter and three quarters ended September 26, 2004 and September 28, 2003 and identifiable total assets at September 26, 2004 and December 31, 2003:

Third Quarter Ended    
Three Quarters Ended   
(Unaudited)


September 26,      
2004      

September 28,      
2003      

September 26,      
2004      

September 28, 
2003

Operating revenue                    
Publishing   $ 81,502   $ 78,153   $ 241,772   $ 232,615  
Broadcasting    43,958    38,483    120,847    108,391  
Telecommunications    35,766    36,976    108,127    111,095  
Printing services    17,955    20,716    57,146    64,137  
Other    25,243    24,770    77,224    72,121  




    $ 204,424   $ 199,098   $ 605,116   $ 588,359  




Operating earnings (loss)   
Publishing   $ 10,991   $ 8,796   $ 32,651   $ 21,837  
Broadcasting    11,842    7,227    29,418    18,648  
Telecommunications    8,653    9,205    26,486    28,758  
Printing services    (672 )  728    (355 )  2,521  
Other    1,693    5,566    6,056    7,453  




    $ 32,507   $ 31,522   $ 94,256   $ 79,217  




Depreciation and amortization   
Publishing   $ 3,678   $ 4,140   $ 11,575   $ 12,449  
Broadcasting    1,793    2,088    6,052    5,977  
Telecommunications    4,302    4,420    12,993    12,990  
Printing services    573    758    1,753    2,448  
Other    636    647    1,881    1,957  




    $ 10,982   $ 12,053   $ 34,254   $ 35,821  




Capital expenditures   
Publishing   $ 1,654   $ 2,880   $ 6,286   $ 16,205  
Broadcasting    1,487    1,641    5,793    8,637  
Telecommunications    1,628    2,424    3,976    8,460  
Printing services    782    352    3,480    1,342  
Other    226    539    991    1,077  




    $ 5,777   $ 7,836   $ 20,526    35,721  





September 26,        
2004        

December 31,
2003

Identifiable total assets            
Publishing   $ 219,207   $ 222,582  
Broadcasting    315,689    315,748  
Telecommunications    94,162    104,161  
Printing services    27,038    26,623  
Other    76,216    78,061  


    $ 732,312   $ 747,175  



11 SUBSEQUENT EVENT

  On October 6, 2004, we acquired the business and certain assets of NBC-affiliate WGBA-TV, in Green Bay, Wisconsin and certain assets of UPN affiliate WACY-TV, which is licensed to serve Appleton, Wisconsin. We also assumed an existing local marketing agreement between WGBA-TV and WACY-TV. The aggregate purchase price for WGBA-TV was $43,250, which was funded by available borrowings under our credit facility and proceeds from our follow-on public equity offering of class A common stock.

11


JOURNAL COMMUNICATIONS, INC.

ITEM 2.   MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations should be read together with our unaudited consolidated condensed financial statements for the third quarter and three quarters ended September 26, 2004, including the notes thereto. The results of the third quarter and three quarters ended September 28, 2003 have been presented on a basis which conforms to the quarterly reporting of operating results adopted effective January 1, 2004.

More information regarding us is available at our website at www.jc.com. We are not including the information contained in our website as a part of, or incorporating it by reference into, this Quarterly Report on Form 10-Q. Our Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to those reports are made available to the public at no charge, other than a reader’s own internet access charges, through a link appearing on our website. We provide access to such material through our website as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission.

Forward-Looking Statements

We make certain statements in this Quarterly Report on Form 10-Q that are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. We intend these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in that Act, and we are including this statement for purposes of those safe harbor provisions. These forward-looking statements generally include all statements other than statements of historical fact, including statements regarding our future financial position, business strategy, budgets, projected revenues and expenses, expected regulatory actions and plans and objectives of management for future operations. We use words such as “may,” “will,” “intend,” “anticipate,” “believe,” or “should” and similar expressions in this Quarterly Report on Form 10-Q to identify forward-looking statements.

These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our 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 that may impact us are the following:

changes in advertising demand;
changes in newsprint prices and other costs of materials;
changes in federal or state laws and regulations or their interpretations (including changes in regulations governing the number and types of broadcast and cable system properties, newspapers and licenses that a person may control in a given market or in total);
changes in legislation or customs relating to the collection, management and aggregation and use of consumer information through telemarketing and electronic communication efforts;
the availability of quality broadcast programming at competitive prices;
changes in network affiliation agreements;
quality and rating of network over-the-air broadcast programs available to our customers;
effects of the loss of commercial inventory resulting from uninterrupted television news coverage and potential advertising cancellations due to war or terrorist acts;
effects of the rapidly changing nature of the publishing, broadcasting, telecommunications, and printing industries, including general business issues, competitive issues and the introduction of new technologies;
effects of bankruptcies and government investigations on customers for our telecommunications wholesale       services;
the ability of regional telecommunications companies to expand service offerings to include intra-exchange services;
changes in interest rates;
the outcome of pending or future litigation;
energy costs;
the availability and effect of acquisitions, investments, and dispositions on our results of operations or financial condition; and
changes in general economic conditions.

We caution you not to place undue reliance on these forward-looking statements, which we have made as of the date of this Quarterly Report on Form 10-Q.

Overview

Our business segments are based on the organizational structure used by management for making operating and investment decisions and for assessing performance. Our reportable business segments are: (i) publishing; (ii) broadcasting; (iii) telecommunications; (iv) printing services; and (v) other. Our publishing segment consists of a daily newspaper, the Milwaukee Journal Sentinel, and more than 90 community newspapers and shoppers in eight states. Our broadcasting segment consists of 38 radio stations and seven television stations in 11 states and we operate an additional television station under a local marketing agreement. Our telecommunications segment consists of wholesale and business-to-business telecommunications services provided through a high speed fiber optic telecommunications network that covers more than 4,400 route miles in seven states, of which we operate about 3,800 route miles. Our printing services segment reflects the operations of our printing and assembly and fulfillment business. Our other segment consists of a label printing business and a direct marketing services business. Also included in other are corporate expenses and eliminations.

12


The financial performance of Journal Communications in the third quarter of 2004 benefited – as it has all year – by broad-based advertising revenue growth at our television and radio stations and daily newspaper. In the third quarter of 2004, our operating earnings in the publishing and broadcast groups, increased 25.0% and 63.9%, respectively, compared to the third quarter of 2003. Despite tougher year-over-year comparisons of productivity gains at the new daily newspaper facility – which we have now operated for more than a year – we continued to benefit from efficiencies and cost-savings. At the daily newspaper, classified and retail advertising increased in the quarter and we continued to record gains in our online products and solo and shared mail. Additionally, commercial printing at our community newspapers and shoppers contributed to revenue growth in the quarter. Operating earnings at our television stations increased 136.0%, in part reflecting significant political advertising at our operations in Milwaukee and Las Vegas – both located in political ‘swing’ states – and Olympics advertising at our NBC affiliates in Milwaukee and Palm Springs. Our radio stations reported increased earnings in seven of our eight markets. We are encouraged that our telecommunications segment continues to grow its enterprise revenue, up 7.6% in the third quarter of 2004. As expected, the wholesale telecommunications business experienced continued pricing pressure and service disconnections in the quarter, resulting in a 10.2% drop in revenue. We reported a second consecutive quarter of losses at our printing services company, due to reduced sales volume from several computer-related customers and a charge for a discontinued software system implementation project. For the remainder of the year, we anticipate strong contributions from our daily newspaper and broadcast businesses. Further economic recovery, new revenue initiatives, strong political advertising prior to the Presidential election on November 2nd and the addition of our Green Bay television acquisition – which closed early in the fourth quarter – should drive increased earnings. We expect our telecommunications business to continue to grow its enterprise business, at a slower pace than previous quarters, while experiencing ongoing revenue decline on the wholesale side. Our printing services business should begin to see some operational recovery, as its newly installed printing press will support print revenue growth and address production inefficiencies.

Results of Operations

  Third Quarter Ended September 26, 2004 compared to Third Quarter Ended September 28, 2003

  Consolidated

Our consolidated operating revenue in the third quarter of 2004 was $204.4 million, an increase of $5.3 million, or 2.7%, compared to $199.1 million in the third quarter of 2003. Our consolidated operating costs and expenses in the third quarter of 2004 were $115.4 million, an increase of $0.7 million, or 0.6%, compared to $114.7 million in the third quarter of 2003. Our consolidated selling and administrative expenses in the third quarter of 2004 were $56.5 million, an increase of $3.6 million, or 7.0%, compared to $52.9 million in the third quarter of 2003.

The following table presents our total operating revenue by segment, total operating costs and expenses, selling and administrative expenses and total operating earnings as a percent of total operating revenue for the third quarter of 2004 and 2003:

2004
Percent of
Total
Operating
Revenue

2003
Percent of
Total
Operating
Revenue

(dollars in millions)
Operating revenue:                    
Publishing   $ 81.5    39.9 % $ 78.1    39.3 %
Broadcasting    44.0    21.5    38.5    19.3  
Telecommunications    35.8    17.5    37.0    18.6  
Printing services    17.9    8.8    20.7    10.4  
Other    25.2    12.3    24.8    12.4  




     Total operating revenue    204.4    100.0    199.1    100.0  

Total operating costs and expenses
    115.4    56.5    114.7    57.6  
Selling and administrative expenses    56.5    27.6    52.9    26.6  




Total operating costs and expenses and selling  
   and administrative expenses    171.9    84.1    167.6    84.2  




Total operating earnings   $ 32.5    15.9 % $ 31.5    15.8 %





13


The increase in total operating revenue was due to revenue increases at our television stations, increases in classified, direct mail and Journal Interactive advertising revenue at our daily newspaper, an increase in commercial services revenue at our telecommunications business, increases in local advertising revenue at our radio stations and an increase in gravure label printing revenue. These increases were partially offset by a decrease in revenue from several computer-related customers in our printing services business and a decrease in wholesale telecommunications revenue due to customer disconnections and contract repricings.

The increase in total operating costs and expenses is due to an increase in newsprint expense at our publishing businesses, an increase in postage and freight expense associated with mailing services revenue at our direct marketing business and an increase in news and programming expenses at our television stations. These increases were offset by the decrease in revenue at our printing services business, the decrease in revenue at our our telecommunications business, cost savings initiatives at our community newspapers and shoppers and increased operating efficiencies and productivity benefits at our daily newspaper’s new production facility.

The increase in selling and administrative expenses is primarily due to the gain on the sale of property in our other segment in the third quarter of 2003, which reduced selling and administrative expenses in the third quarter of 2003.

Our consolidated operating earnings in the third quarter of 2004 were $32.5 million, an increase of $1.0 million, or 3.1%, compared to $31.5 million in the third quarter of 2003. Excluding the gain on the sale of property in the third quarter of 2003 operating earnings in the third quarter would have increased by $4.2 million or 14.8%. The following table presents our operating earnings (loss) by segment for the third quarter of 2004 and 2003:

2004
Percent of
Total
Operating
Earnings

2003
Percent of
Total
Operating
Earnings

(dollars in millions)

Publishing
    $ 11.0    33.8 % $ 8.8    27.9 %
Broadcasting    11.8    36.3    7.2    22.9  
Telecommunications    8.7    26.8    9.2    29.2  
Printing services    (0.7 )  (2.1 )  0.7    2.2  
Other    1.7    5.2    5.6    17.8  




Total operating earnings   $ 32.5    100.0 % $ 31.5    100.0 %





The increase in total operating earnings was primarily due to operating revenue increases at our television stations, at our daily newspaper, and at our radio stations, cost reduction initiatives at our community newpapers and shoppers and cost reductions and productivity benefits from the daily newspaper’s new production facility. These increases were partially offset by a gain on the sale of property recorded in the third quarter of 2003, a decrease in sales volume and production inefficiencies and a charge for some of the costs incurred for a discontinued software system implementation project at our printing services business, wholesale telecommunications service disconnections and contract repricings, and increases in bad debt expense, principally at our community newspapers and shoppers business.

Our consolidated EBITDA in the third quarter of 2004 was $43.5 million, a decrease of $0.1 million, or 0.2%, compared to $43.6 million in the third quarter of 2003. We define EBITDA as net earnings plus provision for income taxes, total other income and expense (primarily interest expense), depreciation and amortization. We believe the presentation of EBITDA is relevant and useful because it helps improve our investors’ ability to understand our operating performance and makes it easier to compare our results with other companies that have different financing and capital structures or tax rates. Our management uses EBITDA, among other things, to evaluate our operating performance, to value prospective acquisitions and as a component of incentive compensation targets for certain management personnel. In addition, our lenders use EBITDA as one of the measures of our ability to service our debt. EBITDA is not a measure of performance calculated in accordance with accounting principles generally accepted in the United States. EBITDA should not be considered in isolation of, or as a substitute for, net earnings as an indicator of operating performance or cash flows from operating activities as a measure of liquidity. EBITDA, as we calculate it, may not be comparable to EBITDA measures reported by other companies. In addition, EBITDA does not represent funds available for discretionary use.

The following table presents a reconciliation of our consolidated net earnings to consolidated EBITDA for the third quarter of 2004 and 2003:

2004
2003
(dollars in millions)

Net earnings
    $ 19.2   $ 18.6  
Provision for income taxes    12.8    12.7  
Total other income and expense    0.5    0.3  
Depreciation    10.8    11.6  
Amortization    0.2    0.4  


EBITDA   $ 43.5   $ 43.6  



14


EBITDA in third quarter of 2004 was essentially even compared to the third quarter of 2003. The increase in net earnings is consistent with increases in operating earnings in our broadcasting and publishing segments offset by a decrease in operating earnings at our other, printing services and telecommunications segments. Depreciation decreased $0.8 million due to certain assets becoming fully depreciated.

  Publishing

Operating revenue from publishing in the third quarter of 2004 was $81.5 million, an increase of $3.4 million, or 4.3%, compared to $78.1 million in the third quarter of 2003. Operating earnings from publishing were $11.0 million, an increase of $2.2 million, or 25.0%, compared to $8.8 million in the third quarter of 2003.

The following table presents our publishing operating revenue and operating earnings for the third quarter of 2004 and 2003:

2004
2003
Daily Newspaper
Community Newspapers & Shoppers
Total
Daily Newspaper
Community Newspapers & Shoppers
Total
Percent Change
(dollars in millions)

Operating revenue
    $ 56.8   $ 24.7   $ 81.5   $ 53.7   $ 24.4   $ 78.1    4.3  






Operating earnings   $ 9.6   $ 1.4   $ 11.0   $ 7.5   $ 1.3   $ 8.8    25.0  







The following table presents our publishing operating revenue by category for the third quarter of 2004 and 2003:

2004
2003
Daily Newspaper
Community Newspapers & Shoppers
Total
Daily Newspaper
Community Newspapers & Shoppers
Total
Percent Change
(dollars in millions)
Advertising revenue:                                
   Retail   $ 19.8   $ 13.8   $ 33.6   $ 19.2   $ 14.0   $ 33.2    1.7  
   Classified    17.1    2.4    19.5    15.8    2.4    18.2    7.1  
   General    2.5    --    2.5    2.5    --    2.5    0.5  
   Other    5.5    0.4    5.9    4.1    0.4    4.5    30.3  






Total advertising revenue    44.9    16.6    61.5    41.6    16.8    58.4    5.6  
Circulation revenue    10.9    0.8    11.7    11.2    0.7    11.9    (2.5 )
Other revenue    1.0    7.3    8.3    0.9    6.9    7.8    5.2  






Total operating revenue   $ 56.8   $ 24.7   $ 81.5   $ 53.7   $ 24.4   $ 78.1    4.3  







Advertising revenue in the third quarter of 2004 accounted for 75.4% of total publishing revenue compared to 74.8% in the third quarter of 2003.

Retail advertising revenue in the third quarter of 2004 was $33.6 million, an increase of $0.4 million, or 1.7%, compared to $33.2 million in the third quarter of 2003. A $0.6 million increase in daily newspaper retail advertising was offset by a $0.2 million decrease in community newspapers and shopper retail advertising. The $0.6 million increase at the daily newspaper was primarily due to an increase in automotive, financial and furniture advertising offset by a decrease in telecommunications and department store advertising. The increase in retail automotive advertising is due to certain advertisers switching their ad placement from the classified section to the retail sections of the paper, taking advantage of the enhanced color capabilities of our new presses. Combined retail and classified automotive advertising increased 5.3% in the third quarter of 2004 compared to the third quarter of 2003. The $0.2 million decrease at our community newspapers and shoppers was primarily due to a reduction in preprint insert advertising.

Classified advertising revenue in the third quarter of 2004 was $19.5 million, an increase of $1.3 million, or 7.1%, compared to $18.2 million in the third quarter of 2003. At our daily newspaper, increases in employment advertising of $0.9 million, real estate advertising of $0.4 million and general/other advertising of $0.3 million were partially offset by a decrease in automotive advertising of $0.3 million. Classified advertising at our community newspapers and shoppers in the third quarter of 2004 was even compared to the third quarter of 2003. Employment advertising, which accounted for 37.4% of classified advertising at our daily newspaper in the third quarter of 2004, increased 17.3% compared to the third quarter of 2003. We believe the increase in employment advertising is due to an improving economy. The decrease in automotive advertising is due to certain advertisers switching their ad placement to the retail section of the paper from the classified section.

General advertising revenue in both the third quarter of 2004 and 2003 was $2.5 million. Increases in preprints from national advertisers were offset by decreases in airline/travel industry ROP (run-of-press).

15


The following table presents our daily newspaper’s core newspaper advertising linage by category for the third quarter of 2004 and 2003:

2004
2003
Percent Change
Advertising linage (inches):                
   Full run  
     Retail    178,625    179,731    (0.6 )
     Classified    225,431    235,540    (4.3 )
     General    11,793    12,752    (7.5 )


Total full run    415,849    428,023    (2.8 )
Part run    50,929    35,960    41.6  


Total advertising linage    466,778    463,983    0.6  


Preprint pieces (in thousands)    192,895    200,577    (3.8 )



Total advertising linage in the third quarter of 2004 increased 0.6% compared to the third quarter of 2003. The increase was due to a 41.6% increase in part run advertising linage. Part run advertising linage increased in the third quarter of 2004 due to an increase in zoned classified advertising. Full run advertising linage in the third quarter of 2004 decreased 2.8% compared to the third quarter of 2003 due to a 7.5% decrease in general ROP advertising linage and a 4.3% decrease in classified advertising linage. Retail ROP advertising linage in the third quarter of 2004 was essentially flat compared to the third quarter of 2003. The decrease in general advertising linage is due to a decrease in general ROP advertising in the daily edition in the third quarter of 2004 compared to the third quarter of 2003. The decrease in classified advertising linage is due to a decrease in automotive advertising partially offset by an increase in employment advertising. Preprint advertising pieces decreased 3.8% due to lower average net paid circulation, the in-house printing of a local advertiser’s insert which was previously measured as a preprint piece and the elimination of Kmart preprints in the daily newspaper due to the closing of several area stores.

The following table presents the full pages of advertising and revenue per page of our community newspapers and shoppers and specialty products for the third quarter of 2004 and 2003:

2004
2003
Percent Change
Full pages of advertising:                
     Community newspapers    25,586    27,432    (6.7 )
     Shoppers and specialty products    27,949    29,206    (4.3 )


Total full pages of advertising    53,535    56,638    (5.5 )


Revenue per page   $ 280.98 $ 264.66  6.2  



Total full pages of advertising for our community newspapers and shoppers in the third quarter of 2004 decreased 5.5% compared to the third quarter of 2003. The decrease was due to reformatting certain papers to more efficiently use the amount of available space on each page and discontinuing certain papers, partially offset by an increase in specialty products. Revenue per page increased 6.2% primarily due to the decrease in total full pages of advertising while increasing or maintaining the same advertising rates.

Other advertising revenue in the third quarter of 2004, consisting of revenue from direct mail and event marketing efforts, and Journal Interactive for our daily newspaper and company-sponsored event advertising for our community newspapers and shoppers, was $5.9 million, an increase of $1.4 million, or 30.3%, compared to $4.5 million in the third quarter of 2003. The increase was due to a $0.8 million increase in direct mail advertising and a $0.6 million increase in Journal Interactive advertising at our daily newspaper. Company-sponsored event advertising at our community newspapers and shoppers in the the third quarter of 2004 was even compared to the third quarter of 2003.

Circulation revenue in the third quarter of 2004 accounted for 14.4% of total publishing revenue compared to 15.2% in the third quarter of 2003. Circulation revenue in the third quarter of 2004 was $11.7 million, a decrease of $0.2 million, or 2.5%, compared to $11.9 million in the third quarter of 2003. The decrease is primarily due to lower daily and Sunday avergage net paid circulation due in part to additional copies sold during the Harley Davidson Reunion in the third quarter of 2003 and a lower average rate per copy for the Sunday edition. Average net paid circulation for the Milwaukee Journal Sentinel’s daily edition decreased 2.9% in the third quarter of 2004 compared to the third quarter of 2003. Average net paid circulation for the Milwaukee Journal Sentinel’s Sunday edition decreased 0.6% in the third quarter of 2004 compared to the third quarter of 2003. Average paid circulation for our community newspapers and shoppers decreased 2.7% in the third quarter of 2004 compared to the third quarter of 2003 primarily due to less discounting and fewer promotions on home delivery.

Other revenue, which consists of revenue from commercial printing opportunities at the printing plants for our community newspapers and shoppers and promotional, distribution and commercial printing revenue at our daily newspaper, accounted for 10.2% of total publishing revenue in the third quarter of 2004 compared to 10.0% in the third quarter of 2003. Other revenue in the third quarter of 2004 was $8.3 million, an increase of $0.5 million, or 5.2%, compared to $7.8 million in the third quarter of 2003. The increase was due to an $0.4 million increase in printing revenue at our community newspapers and shoppers primarily due to sales volume increases and a $0.2 million increase in distribution revenue at the daily newspaper offset by a $0.1 million decrease in commercial printing revenue at the daily newspaper.

16


Publishing operating earnings in the third quarter of 2004 were $11.0 million, an increase of $2.2 million, or 25.0%, compared to $8.8 million in the third quarter of 2003. The increase was primarily due to $0.6 million in savings from cost reduction initiatives at our community newspapers and shoppers business, $0.5 million in productivity benefits related to the daily newspaper’s new production facility and the increase in revenue at our daily newspaper and our community newspapers and shoppers. These operating earnings increases were partially offset by an increase in newsprint costs at our daily newspaper and community newspapers and shoppers and increased bad debt expense at our community newspapers and shoppers. Newsprint costs in the third quarter of 2004 were $11.2 million, an increase of $1.1 million, or 10.9%, compared to $10.1 million in the third quarter of 2003. The increase in the cost of newsprint was primarily attributed to price increases totaling $0.8 million, or a 8.2% average price increase per metric ton.

  Broadcasting

Operating revenue from broadcasting in the third quarter of 2004 was $44.0 million, an increase of $5.5 million, or 14.2%, compared to $38.5 million in the third quarter of 2003. Operating earnings from broadcasting in the third quarter of 2004 were $11.8 million, an increase of $4.6 million, or 63.9%, compared to $7.2 million in the third quarter of 2003.

The following table presents our broadcasting operating revenue and operating earnings for the third quarter of 2004 and 2003:

2004
2003
Radio
Television
Total
Radio
Television
Total
Percent Change
(dollars in millions)

Operating revenue
    $ 21.8   $ 22.2   $ 44.0   $ 20.9   $ 17.6   $ 38.5    14.2  






Operating earnings   $ 5.9   $ 5.9   $ 11.8   $ 4.7   $ 2.5   $ 7.2    63.9  







Operating revenue from our radio stations in the third quarter of 2004 was $21.8 million, an increase of $0.9 million, or 4.3%, compared to $20.9 million in the third quarter of 2003. The increase was primarily attributed to a $1.3 million increase in local advertising revenue and a $0.3 million increase in political and issue advertising offset by a $0.6 million decrease in national advertising and a $0.1 million decrease in other revenue.

Operating earnings from our radio stations in the third quarter of 2004 were $5.9 million, an increase of $1.2 million, or 25.5%, compared to $4.7 million in the third quarter of 2003. The increase was primarily attributed to the increase in revenue and reduced national sales commissions.

Operating revenue from our television stations in the third quarter of 2004 was $22.2 million, an increase of $4.6 million, or 26.1%, compared to $17.6 million in the third quarter of 2003. The increase was primarily attributed to a $2.9 million increase in political and issue advertising, a $2.5 million increase in Olympic advertising revenue and a $0.3 million increase in local advertising and other revenue offset by a $1.1 million decrease in national advertising.

Operating earnings from our television stations in the third quarter of 2004 were $5.9 million, an increase of $3.4 million, or 136.0%, compared to $2.5 million in the third quarter of 2003. The increase was primarily attributed to the increase in revenue offset by increases in news, programming and selling expenses.

On October 6, 2004, we acquired the business and certain assets of NBC-affiliate WGBA-TV, in Green Bay, Wisconsin and certain assets of UPN affiliate WACY-TV, which is licensed to serve Appleton, Wiscosnin. We also assumed an existing local marketing agreement between WGBA-TV and WACY-TV. The aggregate purchase price for WGBA-TV was $43.3 million.

  Telecommunications

Operating revenue from telecommunications in the third quarter of 2004 was $35.8 million, a decrease of $1.2 million, or 3.3%, compared to $37.0 million in the third quarter of 2003. Operating earnings from telecommunications in the third quarter of 2004 were $8.7 million, a decrease of $0.5 million, or 6.0%, compared to $9.2 million in the third quarter of 2003.

Wholesale telecommunication services provide network transmission solutions for other service providers by offering bulk transmission capacity. Operating revenue from wholesale services in the third quarter of 2004 was $20.2 million, a decrease of $2.3 million, or 10.2%, compared to $22.5 million in the third quarter of 2003. The decrease was primarily due to customer service disconnections and lower pricing on customer contract renewals. Monthly recurring revenue from wholesale services at the end of the third quarter of 2004 was $6.3 million compared to $6.6 million at the beginning of the third quarter 2004 and $7.2 million at the end of the third quarter of 2003. During the third quarter of 2004, new circuit connections of $0.1 million in monthly recurring revenue were more than offset by service disconnections and repricings.

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MCI and Global Crossing together accounted for 16.0% and 18.0% of our telecommunications revenue in the third quarter of 2004 and 2003, respectively. During the third quarter of 2004, we signed a three-year master capacity agreement with Global Crossing to provide carrier services throughout the Great Lakes Region. This agreement establishes reduced price levels from those that had previously been in effect. Global Crossing is now in the process of determining which circuit service orders to enter into under the new master capacity agreement, which will determine the level of monthly recurring revenue we will receive. We are in the process of negotiating contract extensions with MCI for our current contracts and we believe they will remain a significant customer. These new contracts will likely result in a re-pricing of services and could result in providing them additional capacity. We have continued to record monthly revenues from MCI that are not wholly reflective of the coming transition to contract renewal terms. We expect these contract changes to result in a significant decrease in our telecommunications operating earnings. The loss of the ongoing business from either of these two customers would have a significant adverse effect on our results of operations.

Commercial telecommunication services provide advanced data communications and long distance service to small and medium-sized businesses in the Upper Midwest, principally in Wisconsin, Michigan, Indiana, Minnesota and Illinois. Operating revenue from commercial services in the third quarter of 2004 was $15.6 million, an increase of $1.1 million, or 7.6%, compared to $14.5 million in the third quarter of 2003. The increase was primarily attributed to an increase in the services utilized by our existing customers. Monthly recurring revenue from commercial advanced data services at the end of the third quarter of 2004 and at the beginning of the third quarter of 2004 was $3.5 million compared to $3.3 million at the end of the third quarter of 2003. In the third quarter of 2003, regulators approved SBC Communications Inc.‘s application to offer long distance service in Wisconsin, Indiana, Illinois and Michigan. We believe this increased competition for commercial telecommunication services is adversely impacting us through the loss of existing customers or by reducing the success rate of securing new customers. We have been proactively working with our customers by leveraging our customer service abilities and adding new bundled services as we extend contracts at reduced prices.

The decrease in operating earnings from telecommunications was primarily attributed to the decrease in wholesale revenue and higher operating costs and expenses associated with the higher mix of commercial revenue. Partially offsetting these earnings decreases were decreases on selling and promotional expenses, a lease impairment charge in the third quarter of 2003 and a decrease in depreciation expense.

We do not believe we have a material bad debt exposure because we bill all data services for both wholesale and commercial customers in advance of providing services. Most customers are required to pay their bill before services are provided.

  Printing Services

Operating revenue from printing services in the third quarter of 2004 was $17.9 million, a decrease of $2.8 million, or 13.3%, compared to $20.7 million in the third quarter of 2003. Our operating loss from printing services in the third quarter of 2004 was $0.7 million, a decrease of $1.4 million compared to operating earnings of $0.7 million in the third quarter of 2003.

The decrease in printing services operating revenue was primarily attributed to the decreases in revenue from our largest customer, Dell Computer Corporation, and from other computer-related customers. These decreases were partially offset by an increase in publication printing revenue primarily from newly acquired business.

Dell Computer Corporation accounted for 25.3% and 30.7% of our printing services revenue in the third quarter of 2004 and 2003, respectively. Dell has decided to eliminate supplying its customers with certain items that we produce. We expect the transition period to be a few months in duration as we wind down the process of supplying Dell with these products. We anticipate Dell revenues will decline by approximately 32%, or $8.0 million, this year. This changing relationship with Dell represents an important step in our long-term strategy to minimize our reliance on a single customer in our printing services segment and to return to our core printing business. This decrease in revenue from Dell is being accompanied by significant cost reduction initiatives in order to mitigate the material adverse effect on our results of operations.

The decrease in printing services operating earnings was primarily attributed to the decrease in sales volume, production inefficiencies on print work, a charge for some of the costs incurred for a discontinued software system implementation project and a charge for workforce reductions. These earnings decreases were partially offset by lower production costs due to the decrease in sales volume and cost reduction initiatives.

  Other

Other operating revenue in the third quarter of 2004 was $25.2 million, an increase of $0.4 million, or 1.9%, compared to $24.8 million in the third quarter of 2003. Other operating earnings in the third quarter of 2004 were $1.7 million, a decrease of $3.9 million, or 69.6%, compared to operating earnings of $5.6 million in the third quarter of 2003.

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The following table presents our other operating revenue and operating earnings for the third quarter of 2004 and 2003:

2004
2003
Label Printing
   Direct
Marketing
  Services

Corporate and
  Eliminations

Total
Label Printing
   Direct
Marketing
  Services

Corporate and
  Eliminations

Total
Percent Change
(dollars in millions)

Operating revenue
    $ 15.0   $ 11.6   $ (1.4 ) $ 25.2   $ 14.5   $ 11.3   $ (1.0 ) $ 24.8     1.9  








Operating earnings   $ 0.9   $ 0.1   $ 0.7   $ 1.7   $ 0.8   $ 0.9   $ 3.9 $ 5.6  (69.6 )









The increase in other operating revenue in the third quarter of 2004 compared to the third quarter of 2003 was primarily attributed to an increase in gravure label sales, including sales to our largest customer, SAB/Miller Brewing Company, at our label printing business and an increase in postage amounts at our direct marketing services business partially offset by a decrease in list and printing services at our direct marketing services business due to the loss of a customer. Included in operating revenue and operating costs and expenses from our direct marketing services business is $6.6 million and $6.1 million of postage amounts billed to customers in the third quarter of 2004 and 2003, respectively.

The decrease in other operating earnings was primarily attributed to recording a $3.2 million gain on the sale of property in the third quarter of 2003, changes in business mix at our direct marketing business and a charge for a bad debt expense in the third quarter of 2004.

SAB/Miller Brewing Company accounted for 42.8% and 43.3% of our label printing business’ revenue in the third quarter of 2004 and 2003, respectively. In 2004, we signed a three-year contract extension with SAB/Miller Brewing Company which expires on December 31, 2008. We agreed to certain price reductions as a result of this new contract and SAB/Miller Brewing Company has the right to re-bid the work covered by the contract each year beginning in 2006, subject to similar quality standards. The loss of this customer could have a material adverse effect on our results of operations.

  Non-Operating Income and Taxes

Interest income and dividends was $0.1 million in the third quarter of 2004 and 2003. Interest expense, representing gross interest expense from borrowings under our credit agreement, in the third quarter of 2004 was $0.5 million, an increase of $0.1 million, compared to $0.4 million in the third quarter of 2003. Amortization of deferred financing costs were $0.1 million in the third quarter of 2004. There was no amortization of deferred financing costs in the third quarter of 2003.

The effective tax rate was 40.0% in the third quarter of 2004 and 40.5% in the third quarter of 2003.

  Earnings per Share

Our basic and diluted earnings per share in the third quarter of 2004 were $0.26 and $0.25, respectively, an increase of $0.02 and $0.01, respectively, compared to basic and diluted earnings per share of $0.24 in the third quarter of 2003. Earnings per share amounts reflect our new capital structure as of September 29, 2003 and our follow-on equity offering and tender offer completed in June 2004.

  Three Quarters Ended September 26, 2004 compared to Three Quarters Ended September 28, 2003

  Consolidated

Our consolidated operating revenue in the three quarters of 2004 was $605.1 million, an increase of $16.7 million, or 2.8%, compared to $588.4 million in the three quarters of 2003. Our consolidated operating costs and expenses in the three quarters of 2004 were $342.3 million, an increase of $2.8 million, or 0.8%, compared to $339.5 million in the three quarters of 2003. Our consolidated selling and administrative expenses in the three quarters of 2004 were $168.5 million, a decrease of $1.2 million, or 0.6%, compared to $169.7 million in the three quarters of 2003.

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The following table presents our total operating revenue by segment, total operating costs and expenses, selling and administrative expenses and total operating earnings as a percent of total operating revenue for the three quarters of 2004 and 2003:

2004
Percent of
Total
Operating
Revenue

2003
Percent of
Total
Operating
Revenue

(dollars in millions)
Operating revenue:                    
Publishing   $ 241.8    40.0 % $ 232.6    39.5 %
Broadcasting    120.8    20.0    108.4    18.4  
Telecommunications    108.1    17.9    111.1    18.9  
Printing services    57.2    9.4    64.2    10.9  
Other    77.2    12.7    72.1    12.3  




     Total operating revenue    605.1    100.0    588.4    100.0  

Total operating costs and expenses
    342.3    56.6    339.5    57.7  
Selling and administrative expenses    168.5    27.8    169.7    28.8  




Total operating costs and expenses and selling  
   and administrative expenses    510.8    84.4    509.2    86.5  




Total operating earnings   $ 94.3    15.6 % $ 79.2    13.5 %





The increase in total operating revenue was due to increases in political and issue, Olympic and local advertising revenue at our television stations, increases in classified, retail and other advertising revenue at our daily newspaper, an increase in commercial services revenue at our telecommunications business, an increase in postage and freight revenue associated with mailing services at our direct marketing services business, increases in local advertising revenue at our radio stations, an increase in printing revenue at our community newspapers and shoppers and an increase in gravure label printing revenue. These increases were partially offset by a decrease in wholesale telecommunications revenue due to customer disconnections and contract repricings and a decrease in revenue from several computer-related customers in our printing services business.

The increase in total operating costs and expenses is due to an increase in postage and freight expense associated with mailing services revenue at our direct marketing business, an increase in newsprint expense at our publishing businesses and an increase in news and programming expenses at our television stations. These increases were offset by the decrease in revenue at our printing services business, increased operating efficiencies and productivity benefits at our daily newspaper’s new production facility, cost reduction initiatives at our community newspapers and shoppers business and the decrease in revenue at our telecommunications business.

The decrease in selling and administrative expenses is primarily due to cost reduction initiatives, which were partially offset by a gain on the sale of property in our other segment in the third quarter of 2003, an increase in bad debt expense, principally at our community newspapers and shoppers business, and a charge for some of the costs incurred for a discontinued software system implementation project.

Our consolidated operating earnings in the three quarters of 2004 were $94.3 million, an increase of $15.1 million, or 19.0%, compared to $79.2 million in the three quarters of 2003. The following table presents our operating earnings by segment for the three quarters of 2004 and 2003:

2004
Percent of
Total
Operating
Earnings

2003
Percent of
Total
Operating
Earnings

(dollars in millions)
                   
Publishing     $ 32.7    34.7 % $ 21.8    27.6 %
Broadcasting    29.4    31.2    18.6    23.5  
Telecommunications    26.5    28.1    28.8    36.3  
Printing services    (0.4 )  (0.4 )  2.5    3.2  
Other    6.1    6.4    7.5    9.4  




Total operating earnings   $ 94.3    100.0 % $ 79.2    100.0 %





The increase in total operating earnings was primarily due to the operating revenue increase at our daily newspaper, productivity benefits from the daily newspaper’s new production facility, operating revenue increases at our television stations and radio stations, and cost reduction initiatives at our community newpapers and shoppers. These increases were partially offset by a gain on the sale of property recorded in the three quarters of 2003, a decrease in sales volume and production inefficiencies and a charge for some of the costs incurred for a discontinued software system implementation project at our printing services business, wholesale telecommunications service disconnections and contract repricings, and an increase in bad debt expense, principally at our community newspapers and shoppers business.

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Our consolidated EBITDA in the three quarters of 2004 was $128.5 million, an increase of $13.5 million, or 11.7%, compared to $115.0 million in the three quarters of 2003. We define EBITDA as net earnings plus provision for income taxes, total other income and expense (primarily interest expense), depreciation and amortization. We believe the presentation of EBITDA is relevant and useful because it helps improve our investors’ ability to understand our operating performance and makes it easier to compare our results with other companies that have different financing and capital structures or tax rates. Our management uses EBITDA, among other things, to evaluate our operating performance, to value prospective acquisitions and as a component of incentive compensation targets for certain management personnel. In addition, our lenders use EBITDA as one of the measures of our ability to service our debt. EBITDA is not a measure of performance calculated in accordance with accounting principles generally accepted in the United States. EBITDA should not be considered in isolation of, or as a substitute for, net earnings as an indicator of operating performance or cash flows from operating activities as a measure of liquidity. EBITDA, as we calculate it, may not be comparable to EBITDA measures reported by other companies. In addition, EBITDA does not represent funds available for discretionary use.

The following table presents a reconciliation of our consolidated net earnings to consolidated EBITDA for the three quarters of 2004 and 2003:

2004
2003
(dollars in millions)

Net earnings
    $ 55.8   $ 46.3  
Provision for income taxes    37.2    31.3  
Total other income and expense    1.3    1.6  
Depreciation    33.1    34.6  
Amortization    1.1    1.2  


EBITDA   $ 128.5   $ 115.0  



The increase in EBITDA is consistent with increases in operating earnings in our publishing and broadcasting segments offset by a decrease in operating earnings at our printing services, telecommunications and other segments.

  Publishing

Operating revenue from publishing in the three quarters of 2004 was $241.8 million, an increase of $9.2 million, or 3.9%, compared to $232.6 million in the three quarters of 2003. Operating earnings from publishing were $32.7 million, an increase of $10.9 million, or 49.5%, compared to $21.8 million in the three quarters of 2003.

The following table presents our publishing operating revenue and operating earnings for the three quarters of 2004 and 2003:

2004
2003
Daily Newspaper
Community Newspapers & Shoppers
Total
Daily Newspaper
Community Newspapers & Shoppers
Total
Percent Change
(dollars in millions)

Operating revenue
    $ 168.0   $ 73.8   $ 241.8   $ 160.3   $ 72.3   $ 232.6    3.9  






Operating earnings   $ 28.4   $ 4.3   $ 32.7   $ 19.0   $ 2.8   $ 21.8    49.5  







The following table presents our publishing operating revenue by category for the three quarters of 2004 and 2003:

2004
2003
Daily Newspaper
Community Newspapers & Shoppers
Total
Daily Newspaper
Community Newspapers & Shoppers
Total
Percent Change
(dollars in millions)
Advertising revenue:                                
   Retail   $ 59.1   $ 41.5   $ 100.6   $ 57.5   $ 41.8   $ 99.3    1.2  
   Classified    48.8    6.9    55.7    46.1    6.5    52.6    6.0  
   General    8.5    --    8.5    7.9    --    7.9    7.7  
   Other    15.0    1.5    16.5    12.7    1.5    14.2    15.2  






Total advertising revenue    131.4    49.9    181.3    124.2    49.8    174.0    4.1  
Circulation revenue    32.3    2.2    34.5    32.5    2.2    34.7    (0.4 )
Other revenue    4.3    21.7    26.0    3.6    20.3    23.9    8.9  






Total operating revenue   $ 168.0   $ 73.8   $ 241.8   $ 160.3   $ 72.3   $ 232.6    3.9  







21


Advertising revenue in the three quarters of 2004 accounted for 75.0% of total publishing revenue compared to 74.8% in the three quarters of 2003.

Retail advertising revenue in the three quarters of 2004 was $100.6 million, an increase of $1.3 million, or 1.2%, compared to $99.3 million in the three quarters of 2003. A $1.6 million increase in daily newspaper retail advertising was partially offset by a $0.3 million decrease in community newspapers and shoppers retail advertising. The $1.6 million increase at the daily newspaper was primarily due to an increase in automotive advertising caused by certain advertisers switching their ad placement from the classified section to the retail section of the paper, taking advantage of the enhanced color capabilities of our new presses plus increases in real estate, financial and furniture. Combined retail and classified automotive advertising increased 2.7% in the three quarters of 2004 compared to the third quarter of 2003. The $0.3 million decrease at our community newspapers and shoppers was primarily due to a reduction in automotive and preprint insert advertising.

Classified advertising revenue in the three quarters of 2004 was $55.7 million, an increase of $3.1 million, or 6.0%, compared to $52.6 million in the three quarters of 2003. At our daily newspaper, increases in employment advertising of $1.5 million, real estate advertising of $0.9 million, general/other advertising of $0.9 million and an increase of $0.4 million at our community newspapers and shoppers were partially offset by a decrease in automotive advertising of $0.6 million. Employment advertising, which accounted for 37.0% of classified advertising at the daily newspaper in the three quarters of 2004, increased 9.3% compared to the three quarters of 2003. We believe the increase in employment advertising is due to an improving economy. The decrease in automotive advertising is due to certain advertisers switching their ad placement from the classified section to the retail section of the paper.

General advertising revenue in the three quarters of 2004 was $8.5 million, an increase of $0.6 million, or 7.7%, compared to $7.9 million in the three quarters of 2003. The increase was due to an increase in preprints from national advertisers and an increase in airline/travel industry ROP advertising.

The following table presents our daily newspaper’s core newspaper advertising linage by category for the three quarters of 2004 and 2003:

2004
2003
Percent Change
Advertising linage (inches):                
   Full run  
     Retail    525,055    522,023    0.6  
     Classified    650,326    666,454    (2.4 )
     General    40,141    36,762    9.2  


Total full run    1,215,522    1,225,239    (0.8 )
Part run    121,471    86,105    41.1  


Total advertising linage    1,336,993    1,311,344    2.0  


Preprint pieces (in thousands)    566,643    608,772    (6.9 )



Total advertising linage in the three quarters of 2004 increased 2.0% compared to the three quarters of 2003. The increase was due to a 41.1% increase in part run advertising linage. Part run advertising linage increased in the three quarters of 2004 due to an increase in zoned classified advertising. Full run advertising linage in the three quarters of 2004 decreased 0.8% compared to the three quarters of 2003 due to a 2.4% decrease in classified ROP advertising linage partially offset by a 9.2% increase in general ROP advertising linage. Retail ROP advertising linage in the three quarters of 2004 was essentially even compared to the three quarters of 2003. The decrease in classified advertising linage is due to a decrease in automotive advertising partially offset by an increase in employment advertising. The increase in general advertising linage is consistent with the increases in general ROP advertising revenue. Preprint advertising pieces decreased 6.9% due to lower average net paid circulation, the in-house printing of a local advertiser’s insert which was previously measured as a preprint piece and the elimination of Kmart preprints in the daily newspaper due to the closing of several area stores.

The following table presents the full pages of advertising and revenue per page of our community newspapers and shoppers and specialty products for the three quarters of 2004 and 2003:

2004
2003
Percent Change
Full pages of advertising:                
     Community newspapers    74,956    82,218    (8.8 )
     Shoppers and specialty products    81,557    85,583    (4.7 )


Total full pages of advertising    156,513    167,801    (6.7 )


Revenue per page   $ 283.53   $ 263.27    7.7  



Total full pages of advertising for our community newspapers and shoppers in the three quarters of 2004 decreased 6.7% compared to the three quarters of 2003. The decrease was due to reformatting certain papers to more efficiently use the amount of available space on each page and discontinuing certain papers, partially offset by an increase in specialty products. Revenue per page increased 7.7% primarily due to the decrease in total full pages of advertising while increasing or maintaining the same advertising rates.

22


Other advertising revenue in the three quarters of 2004, consisting of revenue from direct mail and event marketing efforts, and Journal Interactive for our daily newspaper and company-sponsored event advertising for our community newspapers and shoppers, was $16.5 million, an increase of $2.3 million, or 15.2%, compared to $14.2 million in the three quarters of 2003. The increase was due to a $1.2 million increase in Journal Interactive advertising and a $1.1 million increase in direct mail advertising at our daily newspaper. Other advertising revenue at our community newspapers and shoppers in the three quarters of 2004 was essentially even compared to the three quarters of 2003.

Circulation revenue in the three quarters of 2004 accounted for 14.3% of total publishing revenue compared to 14.9% in the three quarters of 2003. Circulation revenue in the three quarters of 2004 was $34.5 million, a decrease of $0.2 million, or 0.4%, compared to $34.7 million in the three quarters of 2003. The decrease is primarily due to lower daily and Sunday avergage net paid circulation caused in part to additional copies sold during the Harley Davidson Reunion during the third quarter of 2003 and a lower average rate per copy for the Sunday edition. Average net paid circulation for the Milwaukee Journal Sentinel’s daily edition in the three quarters of 2004 decreased 2.6% compared to the three quarters of 2003. Average net paid circulation for the Milwaukee Journal Sentinel’s Sunday edition in the three quarters of 2004 decreased 0.6% compared to the three quarters of 2003. Average paid circulation for our community newspapers and shoppers decreased 2.0% in the three quarters of 2004 compared to the three quarters of 2003 primarily due to less discounting and fewer promotions on home delivery.

Other revenue, which consists of revenue from commercial printing opportunities at the printing plants for our community newspapers and shoppers and promotional, distribution and commercial printing revenue at our daily newspaper, accounted for 10.7% of total publishing revenue in the three quarters of 2004 compared to 10.3% in the three quarters of 2003. Other revenue in the three quarters of 2004 was $26.0 million, an increase of $2.1 million, or 8.9%, compared to $23.9 million in the three quarters of 2003. The increase was due to a $1.4 million increase in printing revenue at our community newspapers and shoppers primarily due to sales volume increases and a $0.7 million increase in commercial printing and other revenue at the daily newspaper.

Publishing operating earnings in the three quarters of 2004 were $32.7 million, an increase of $10.9 million, or 49.5%, compared to $21.8 million in the three quarters of 2003. The increase was primarily due to $4.7 million in productivity benefits related to the daily newspaper’s new production facility, $2.1 million in savings from cost reduction initiatives at our community newspapers and shoppers and the increase in revenue at our daily newspaper and our community newspapers and shoppers. These operating earnings increases were partially offset by an increase in newsprint costs at our daily newspaper and community newspapers and shoppers and increased bad debt expense at our community newspapers and shoppers. Newsprint costs in the three quarters of 2004 were $31.5 million, an increase of $2.3 million, or 7.9%, compared to $29.2 million in the three quarters of 2003. The increase in the cost of newsprint was primarily attributed to price increases totaling $3.0 million, or a 10.9% average price increase per metric ton.

As of March 31, 2003, all production and distribution of the daily newspaper was transitioned to the new production facility. Production and distribution of the newspaper was performed at both the old and new production facilities from October 2002 until March 2003.

  Broadcasting

Operating revenue from broadcasting in the three quarters of 2004 was $120.8 million, an increase of $12.4 million, or 11.5%, compared to $108.4 million in the three quarters of 2003. Operating earnings from broadcasting in the three quarters of 2004 were $29.4 million, an increase of $10.8 million, or 57.8%, compared to $18.6 million in the three quarters of 2003.

The following table presents our broadcasting operating revenue and operating earnings for the three quarters of 2004 and 2003:

2004
2003
Radio
Television
Total
Radio
Television
Total
Percent Change
(dollars in millions)

Operating revenue
    $ 58.9   $ 61.9   $ 120.8   $ 56.1   $ 52.3   $ 108.4    11.5  






Operating earnings   $ 14.0   $ 15.4   $ 29.4   $ 10.7   $ 7.9   $ 18.6    57.8  







Operating revenue from our radio stations in the three quarters of 2004 was $58.9 million, an increase of $2.8 million, or 5.0%, compared to $56.1 million in the three quarters of 2003. The increase was primarily attributed to a $3.7 million increase in local advertising revenue and a $0.4 million increase in political and issue advertising offset by a $1.1 million decrease in national advertising and a $0.2 million decrease in other revenue.

Operating earnings from our radio stations in the three quarters of 2004 were $14.0 million, an increase of $3.3 million, or 30.8%, compared to $10.7 million in the three quarters of 2003. The increase was primarily attributed to the increase in revenue and reduced national sales commissions and sports programming rights fees.

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In 2004, we agreed to a contract extension with the Milwaukee Brewers through the 2008 Major League Baseball season.

Operating revenue from our television stations in the three quarters of 2004 was $61.9 million, an increase of $9.6 million, or 18.4%, compared to $52.3 million in the three quarters of 2003. The increase was primarily attributed to a $5.5 million increase in political and issue advertising, a $2.5 million increase in Olympic advertising revenue, a $2.4 million increase in local advertising and a $0.2 million increase in other revenue offset by a $1.0 million decrease in national advertising.

Operating earnings from our television stations in the three quarters of 2004 were $15.4 million, an increase of $7.5 million, or 94.9%, compared to $7.9 million in the three quarters of 2003. The increase was primarily attributed to the increase in revenue partially offset by increases in news and programming expenses.

On October 6, 2004, we acquired the business and certain assets of NBC-affiliate WGBA-TV, in Green Bay, Wisconsin and certain assets of UPN affiliate WACY-TV, which is licensed to serve Appleton, Wisconsin. We also assumed an existing local marketing agreement between WGBA-TV and WACY-TV. The aggregate purchase price for WGBA-TV was $43.3 million.

  Telecommunications

Operating revenue from telecommunications in the three quarters of 2004 was $108.1 million, a decrease of $3.0 million, or 2.7%, compared to $111.1 million in the three quarters of 2003. Operating earnings from telecommunications in the three quarters of 2004 were $26.5 million, a decrease of $2.3 million, or 7.9%, compared to $28.8 million in the three quarters of 2003.

Wholesale telecommunication services provide network transmission solutions for other service providers by offering bulk transmission capacity. Operating revenue from wholesale services in the three quarters of 2004 was $61.9 million, a decrease of $7.1 million, or 10.3%, compared to $69.0 million in the three quarters of 2003. The decrease was primarily due to customer service disconnections and lower pricing on customer contract renewals. While we are not always able to determine the specific reason a customer may disconnect service, we believe the trend of customers focusing on reducing their network costs by consolidating traffic on least cost routes will continue. Monthly recurring revenue from wholesale services at the end of the three quarters of 2004 was $6.3 million compared to $6.9 million at the beginning of 2004 and $7.2 million at the end of the three quarters of 2003. During the three quarters of 2004, new circuit connections of $0.4 million in monthly recurring revenue were more than offset by service disconnections and repricings.

MCI and Global Crossing together accounted for 16.2% and 18.5% of our telecommunications revenue in the three quarters of 2004 and 2003, respectively. During the third quarter of 2004, we signed a three-year master capacity agreement with Global Crossing to provide carrier services throughout the Great Lakes Region. This agreement establishes reduced price levels from those that had previously been in effect. Global Crossing is now in the process of determining which circuit service orders to enter into under the new master capacity agreement, which will determine the level of monthly recurring revenue we will receive. MCI filed for Chapter 11 bankruptcy protection in July 2002 and emerged in April 2004. We continue to provide services to MCI and receive advance or timely payment for those services. We are in the process of negotiating contract extensions with MCI for our current contracts and we believe they will remain a significant customer. These new contracts will likely result in a re-pricing of services and could result in providing them additional capacity. We have continued to record monthly revenues from MCI that have remained at recent levels and are not wholly reflective of the coming transition to contract renewal terms. We expect these contract changes to result in a significant decrease in our telecommunications operating earnings. The loss of the ongoing business from either of these two customers would have a significant adverse effect on our results of operations.

Commercial telecommunication services provide advanced data communications and long distance service to small and medium-sized businesses in the Upper Midwest, principally in Wisconsin, Michigan, Indiana, Minnesota and Illinois. Operating revenue from commercial services in the three quarters of 2004 was $46.2 million, an increase of $4.1 million, or 9.7%, compared to $42.1 million in the three quarters of 2003. The increase was primarily attributed to an increase in the services utilized by our exisitng customers. Monthly recurring revenue from commercial advanced data services at the end of the three quarters of 2004 was $3.5 million compared to $3.3 million at the beginning of 2004 and $3.3 million at the end of the three quarters of 2003. In the third quarter of 2003, regulators approved SBC Communications Inc.‘s application to offer long distance service in Wisconsin, Indiana, Illinois and Michigan. We believe this increased competition for commercial telecommunication services is adversely impacting us through the loss of existing customers or by reducing the success rate of securing new customers. We have been proactively working with our customers by leveraging our customer service abilities and adding new bundled services as we extend contracts at reduced prices.

The decrease in operating earnings from telecommunications was primarily attributed to the decrease in wholesale revenue and higher operating costs and expenses associated with the higher mix of commercial revenue. Offsetting these earnings decreases were decreases in selling and promotional expenses, a lease impairment charge in the three quarters of 2003 and lower payroll expenses.

We do not believe we have a material bad debt exposure because we bill all data services for both wholesale and commercial customers in advance of providing services. Most customers are required to pay their bill before services are provided.

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  Printing Services

Operating revenue from printing services in the three quarters of 2004 was $57.2 million, a decrease of $7.0 million, or 10.9%, compared to $64.2 million in the three quarters of 2003. Operating loss from printing services in the three quarters of 2004 was $0.4 million, a decrease of $2.9 million, compared to operating earnings of $2.5 million in the three quarters of 2003.

The decrease in printing services operating revenue was primarily attributed to decreases in revenue from our largest customer, Dell Computer Corporation, and from other computer-related customers. These decreases were partially offset by an increase in publication printing revenue primarily from newly acquired business.

Dell Computer Corporation accounted for 24.5% and 29.1% of our printing services revenue in the three quarters of 2004 and 2003, respectively. Dell has decided to eliminate supplying its customers with certain items that we produce. We expect the transition period to be a few months in duration as we wind down the process of supplying Dell with these products. We anticipate Dell revenues will decline by approximately 32%, or $8.0 million, this year. This changing relationship with Dell represents an important step in our long-term strategy to minimize our reliance on a single customer in our printing services segment and to return to our core printing business. This decrease in revenue from Dell is being accompanied by significant cost reduction initiatives in order to mitigate the material adverse effect on our results of operations.

The decrease in printing services operating earnings was primarily attributed to the decrease in sales volume, production inefficiencies on print work, a charge for some of the costs incurred for a discontinued software system implementation project and a charge for workforce reductions. These earnings decreases were partially offset by lower production costs due to the decrease in sales volume and cost reduction initiatives.

  Other

Other operating revenue in the three quarters of 2004 was $77.2 million, an increase of $5.1 million, or 7.1%, compared to $72.1 million in the three quarters of 2003. Other operating earnings in the three quarters of 2004 were $6.1 million, a decrease of $1.4 million, or 18.7%, compared to $7.5 million in the three quarters of 2003.

The following table presents our other operating revenue and operating earnings for the three quarters of 2004 and 2003:

2004
2003
Label Printing
   Direct
Marketing
  Services

Corporate and
  Eliminations

Total
Label Printing
   Direct
Marketing
  Services

Corporate and
  Eliminations

Total
Percent Change
(dollars in millions)

Operating revenue
    $ 44.5   $ 36.0   $ (3.3 ) $ 77.2   $ 43.6   $ 31.3   $ (2.8 ) $ 72.1     7.1  








Operating earnings   $ 2.9   $ 0.8   $ 2.4   $ 6.1   $ 1.9   $ 2.1   $ 3.5 $ 7.5  (18.7 )









The increase in other operating revenue in the third quarter of 2004 compared to the third quarter of 2003 was primarily attributed to an increase in postage amounts and mailing services at our direct marketing services business and an increase in gravure label sales, including sales to our largest customer, SAB/Miller Brewing Company, at our label printing business partially offset by a decrease in list and printing services at our direct marketing services business due to the loss of a customer. Included in operating revenue and operating costs and expenses from our direct marketing services business is $20.2 million and $16.5 million of postage amounts billed to customers in the three quarters of 2004 and 2003, respectively.

The decrease in other operating earnings was primarily attributed to recording a $3.2 million gain on the sale of property in the third quarter of 2003, changes in business mix at our direct marketing business and a charge for a bad debt expense in the third quarter of 2004.

SAB/Miller Brewing Company accounted for 45.8% and 44.7% of our label printing business’ revenue in the three quarters of 2004 and 2003, respectively. We signed a three-year contract extension with SAB/Miller Brewing Company which expires on December 31, 2008. We agreed to certain price reductions as a result of this new contract and SAB/Miller Brewing Company has the right to re-bid the work covered by the contract each year beginning in 2006, subject to similar quality standards. The loss of this customer could have a material adverse effect on our results of operations.

  Non-Operating Income and Taxes

Interest income and dividends was $0.2 million in the three quarters of 2004 and 2003. Interest expense in the three quarters of 2004 was $1.6 million, a decrease of $0.2 million, or 13.0%, compared to $1.8 million in the three quarters of 2003. Gross interest expense from borrowings under our credit agreement was $1.2 million in the three quarters of 2004 and $1.4 million in the three quarters of 2003. Amortization of deferred financing costs was $0.4 million in the three quarters of 2004. There was no amortization in the three quarters of 2003.

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The effective tax rate was 40.0% in the three quarters of 2004 and 40.4% in the three quarters of 2003.

  Earnings per Share

Our basic and diluted earnings per share in the three quarters of 2004 were $0.74 and $0.72, respectively, an increase of $0.14 and $0.12, respectively, compared to basic and diluted earnings per share of $0.60 in the three quarters of 2003. Earnings per share amounts reflect our new capital structure as of September 29, 2003 and our follow-on equity offering and tender offer completed in June 2004.

Follow-On Public Equity Offering and Tender Offer

In June 2004, we completed a public offering of 6,725,000 shares of our class A common stock at $18.25 per share, including the underwriters’ over-allotments. The net proceeds from the offering of $115.9 million were used to repay outstanding indebtedness under our unsecured revolving credit facility, to fund a portion of our subsequent tender offer, to fund the Green Bay (Wisconsin) television acquisition and for general corporate purposes.

On June 15, 2004, we completed a tender offer for our class B common stock at $18.55 per share, in which we purchased 8,005,203 shares, or $148.7 million worth of our class B common stock. We used additional borrowings available under our $350 million debt facility and a portion of the net proceeds of the follow-on equity offering to fund the tender offer.

Liquidity and Capital Resources

We have a $350 million unsecured revolving credit facility expiring on September 4, 2008. The interest rate on borrowings is either LIBOR plus a margin that ranges from 87.5 basis points to 150 basis points, depending on our leverage, or the “Base Rate,” which equals the higher of the prime rate set by U.S. Bank, N.A. or the Federal Funds Rate plus one percent per annum. As of September 26, 2004, we had borrowings of $55.5 million under the facility at the weighted average interest rate of 2.8%. Fees of $2.0 million in connection with the facility are being amortized over the term of the facility using the straight-line method which approximates the effective-interest method. The material covenants of this agreement include the following:

A consolidated funded debt ratio as determined for the four fiscal quarter period preceding the date of determination.
A fixed charge coverage ratio as determined for the four fiscal quarter period preceding the date of determination.
A consolidated tangible net worth as of the end of any quarter.
Consolidated capital expenditures during any fiscal year.
A consolidated rent expense during any fiscal year.

As of September 26, 2004, we are in compliance with all of our material covenants.

Cash balances were $7.0 million at September 26, 2004. We believe our expected cash flows from operations and borrowings available under our credit facility will adequately meet our needs for the foreseeable future. Early in the fourth quarter of 2004, we acquired WGBA-TV, in Green Bay, Wisconsin and also received proceeds from the sale of property. These two transactions have the net effect of increasing long term notes payable to banks by approximately $38.7 million.

Cash Flow

Cash provided by operating activities was $96.0 million in the three quarters of 2004 compared to $98.5 million in the three quarters of 2003. Increased net earnings was more than offset by changes in working capital and non-cash items.

Cash used for investing activities was $21.1million in the three quarters of 2004 compared to $31.7 million in the three quarters of 2003. Capital expenditures for property and equipment were $20.5 million in the three quarters of 2004 and $35.7 million in the three quarters of 2003. In the three quarters of 2003, we were making the final payments for our daily newspaper’s new production facility.

Cash used for financing activities was $76.4 million in the three quarters of 2004 compared to $67.0 million in the three quarters of 2003. Borrowings under our new credit facility during the three quarters of 2004 were $196.2 million and we made payments of $224.8 million. We decreased our borrowing under our old credit agreement by $43.7 million in the three quarters of 2003. In the three quarters of 2004, we received $116.5 million in proceeds from the issuance of common stock, of which we received $115.9 million in net proceeds from the issuance of our class A common stock and employees purchased $0.5 million worth of our class B-2 common stock. We paid $148.7 million to purchase and redeem our class B common stock in the three quarters of 2004. We paid cash dividends of $15.6 million and $23.3 million in the three quarters of 2004 and 2003, respectively.

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Critical Accounting Policies

There are no material changes to the disclosures regarding critical accounting policies made in our Annual Report on Form 10-K for the year ended December 31, 2003.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURE OF MARKET RISK

There are no material changes to the disclosures regarding interest rate risk and foreign currency exchange risk made in our Annual Report on Form 10-K for the year ended December 31, 2003.

ITEM 4.  CONTROLS AND PROCEDURES

We carried out an evaluation, under the supervision and with the participation of our Disclosure Committee, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Exchange Act Rules 13a-14(c) and 15d-14(c) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to them to allow timely decisions regarding required disclosure.

There has been no change in our internal control over financial reporting that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

National Advertising Representative Litigation. In September 2003, we hired a new national television advertising representative due to our assessment of the performance of the prior representative. On September 11, 2003, the prior representative, TeleRep, Inc. and Harrington, Righter & Parsons, Inc. (which are affiliated entities), filed suits against our subsidiary, Journal Broadcast Group, Inc., in the Supreme Court of the State of New York, County of New York, demanding a lump sum payment under certain contractual provisions in the aggregate amount of approximately $9.0 million. On May 12, 2004, the parties reached an out-of-court settlement. We must pay the remaining amount of $7.4 million to the prior representative over a period of time. A receivable of $7.4 million is due to us from the new national representative over the same period of time under our contract with the new national representative. The liability to our prior national representative is included in the consolidated condensed balance sheet in other current liabilities and other long-term liabilities and the receivable from the new national representative is included in the consolidated condensed balance sheet in receivables and other assets, net of applicable reserves.

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

In connection with our second quarter follow-on offering of class A common stock, we filed a registration statement on Form S-1 (Reg. No. 333-114974) with the Securities and Exchange Commission registering a total of 6,900,000 shares. The registration statement was declared effective under the Securities Act of 1933 on June 9, 2004. Pursuant to the registration statement, we sold 6,725,000 shares of our class A common stock, including 725,000 shares subject to the underwriters’ over-allotment option, at $18.25 per share. The net proceeds from our sale of of class A shares in the offering were used to repay outstanding indebtedness under our unsecured relvolving credit facility, to fund a portion of our subsequent tender offer, to fund the Green Bay (Wisconsin) television acquisition and for general corporate purposes.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

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ITEM 5.  OTHER INFORMATION

Presented below is our unaudited consolidated condensed statements of earnings covering the four quarters ended September 26, 2004, which covers the period September 29, 2003 to September 26, 2004.

JOURNAL COMMUNICATIONS, INC.
Unaudited Consolidated Condensed Statements of Earnings
(in thousands, except per-share amounts)


Four Quarters Ended September 26, 2004
Operating revenue:        
     Publishing   $ 326,133  
     Broadcasting    163,200  
     Telecommunications    146,570  
     Printing services    78,967  
     Other    100,176  

Total operating revenue       815,046  

Operating costs and expenses:
  
     Publishing    157,626  
     Broadcasting    65,978  
     Telecommunications    84,464  
     Printing services    67,930  
     Other    82,593  

Total operating costs and expenses    458,591  

Selling and administrative expenses
    228,007  


Total operating costs and expenses and selling and administrative expenses
      686,598  


Operating earnings
      128,448  

Other income and expense:
  
     Interest income and dividends    462  
     Interest expense, net    (1,673 )

Total other income and expense    (1,211 )


Earnings before income taxes
    127,237  

Provision for income taxes
    50,973  


Net earnings
    $ 76,264  


Net earnings available to class A and B common shareholders
    $ 74,409  


Earnings per share:
  
     Basic   $ 0.99  

     Diluted   $ 0.96  


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ITEM 6.  EXHIBITS

Exhibit No. Description

31.1 Certification by Steven J. Smith, Chairman and Chief Executive Officer of Journal Communications, Inc., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2 Certification by Paul M. Bonaiuto, Executive Vice President and Chief Financial Officer of Journal Communications, Inc., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32 Certification of Steven J. Smith, Chairman and Chief Executive Officer and Paul M. Bonaiuto, Executive Vice President and Chief Financial Officer of Journal Communications, Inc., pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.






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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:  November 5, 2004
/s/ Steven J. Smith
Steven J. Smith, Chairman and Chief Executive Officer


Date:  November 5, 2004
/s/ Paul M. Bonaiuto
Paul M. Bonaiuto, Executive Vice President and Chief Financial Officer












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