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: March 24, 2002
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number: 0-7831
JOURNAL COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
WISCONSIN 39-0382060
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
333 W. State Street
Milwaukee, Wisconsin 53203
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 414-224-2728
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes_X_ No___
As of March 24, 2002, there were outstanding 26,451,504 shares of Journal
Communications, Inc. Common Stock - par value $0.125
JOURNAL COMMUNICATIONS, INC.
INDEX
Page No.
--------
Part I. Financial Information
Item 1. Financial Statements
Consolidated Condensed Balance Sheets as of
March 24, 2002 (Unaudited) and December 31, 2001 2
Unaudited Consolidated Condensed Statements of Income
For the Three Periods Ended March 24, 2002 and
March 25, 2001 3
Unaudited Consolidated Condensed Statements
of Cash Flows for the Three Periods Ended March 24, 2002
and March 25, 2001 4
Notes to Unaudited Consolidated Condensed
Financial Statements - March 24, 2002 5
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 11
Item 3. Quantitative and Qualitative Disclosure of
Market Risk 14
Part II. Other Information
Items 1-6 14
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JOURNAL COMMUNICATIONS, INC.
Consolidated Condensed Balance Sheets
(in thousands, except per share amounts)
ASSETS March 24, 2002 December 31, 2001
- ------ -------------- -----------------
(Unaudited)
Current assets:
Cash and cash equivalents $ 8,253 $ 10,087
Receivables, less allowance for doubtful
accounts of $4,824 and $4,076 90,367 95,808
Inventories, lower of cost (first-in-first-out) or market
Paper and supplies 9,486 10,356
Work in process 2,062 2,440
Finished goods 6,278 8,011
-------- --------
17,826 20,807
Prepaid expenses 6,733 10,080
Deferred income taxes 5,696 5,696
Net current assets of discontinued operations 10 --
-------- --------
Total current assets 128,885 142,478
Property and equipment, at cost, less accumulated
depreciation of $332,922 and $324,141 327,788 321,578
Goodwill, net 106,625 112,289
FCC licenses, net 128,120 128,842
Other intangibles assets 17,712 20,215
Deferred charges and other assets 6,035 6,136
Net non-current assets of discontinued operations 366 766
-------- --------
Total assets $715,531 $732,304
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Current liabilities:
Notes payable to banks $ 69,395 $ 4,420
Accounts payable 37,406 45,421
Accrued compensation 19,708 24,155
Deferred revenue 20,221 21,147
Accrued employee benefits 21,036 23,882
Other current liabilities 23,026 22,735
Current portion of long-term obligations 1,580 1,921
Net current liabilities of discontinued operations -- 32
-------- --------
Total current liabilities 192,372 143,713
Long-term obligations 3,040 2,909
Deferred revenue 7,652 7,786
Long-term accrued employee benefits 20,472 19,508
Deferred income taxes 25,508 25,508
Stockholders' equity:
Common stock - authorized and issued
28,800 shares ($0.125 par value) 3,600 3,600
Retained earnings 555,243 556,139
Other comprehensive income (3,640) (3,813)
Units of beneficial interest in treasury, at cost (88,716) (23,046)
-------- --------
Total stockholders' equity 466,487 532,880
-------- --------
Total liabilities and stockholders' equity $715,531 $732,304
======== ========
Note: The balance sheet at December 31, 2001 has been derived from the audited financial statements at
that date, but does not include all the information and footnotes required by generally accepted
accounting principles in the United States for complete financial statements.
See accompanying notes to unaudited consolidated condensed financial statements.
JOURNAL COMMUNICATIONS, INC.
Unaudited Consolidated Condensed Statements of Income
(in thousands, except per share amounts)
Three Periods Ended
-------------------
March 24, 2002 March 25, 2001
-------------- --------------
Continuing operations:
Revenue
Publishing $ 63,627 $ 68,288
Broadcasting 30,680 26,959
Telecommunications 34,905 34,041
Printing 44,655 47,622
Other 7,789 7,318
-------- --------
Total revenue 181,656 184,228
Costs of sales and expenses:
Publishing 29,942 32,079
Broadcasting 13,083 12,311
Telecommunications 18,223 16,619
Printing 38,063 40,075
Other 6,281 6,143
-------- --------
Total cost of sales 105,592 107,227
Selling and administrative expenses 54,928 62,551
-------- --------
Total costs of sales and expenses 160,520 169,778
-------- --------
Operating earnings 21,136 14,450
Other income and expense:
Interest income and dividends 634 533
Interest expense (145) (84)
-------- --------
Total net interest and dividends 489 449
Earnings from continuing operations before
income taxes and accounting change 21,625 14,899
Provision for income taxes 6,722 5,863
-------- --------
Earnings from continuing operations
before accounting change 14,903 9,036
Loss from discontinued operations, net of applicable income
taxes of $188 and $118 (283) (182)
Cumulative effect of accounting change, net of applicable
income taxes of $1,648 (7,282) --
-------- --------
Net earnings $ 7,338 $ 8,854
======== ========
Weighted average number of common
shares outstanding 26,775 27,300
======== ========
Basic and diluted earnings per share:
Continuing operations before accounting change $ 0.55 $ 0.33
Discontinued operations (0.01) (0.01)
Cumulative effect of accounting change (0.27) --
-------- --------
Net earnings $ 0.27 $ 0.32
======== ========
Cash dividends per share $ 0.30 $ 0.35
======== ========
See accompanying notes to unaudited consolidated condensed financial statements.
JOURNAL COMMUNICATIONS, INC.
Unaudited Consolidated Condensed Statements of Cash Flows
(in thousands, except per share amounts)
Three Periods Ended
-------------------
March 24, 2002 March 25, 2001
-------------- --------------
Cash flow from operating activities:
Earnings from continuing operations $ 14,903 $ 9,036
Adjustments for non-cash items:
Depreciation 10,084 9,325
Amortization 452 2,561
Provision for doubtful accounts 734 584
Net gain from disposal of assets (9) (182)
Net changes in assets and liabilities, excluding effects of
sales and acquisitions:
Accounts receivable 4,693 7,113
Inventories 2,981 (4,366)
Accounts payable (8,015) (5,010)
Other current assets and liabilities (2,154) 3,347
-------- --------
Net cash provided by operating activities 23,669 22,408
-------- --------
Cash flow from investing activities:
Proceeds from sale of assets 46 4,685
Property and equipment expenditures (16,355) (14,229)
Other, net 82 (102)
-------- --------
Net cash used for investing activities (16,227) (9,646)
-------- --------
Net cash used for discontinued operations (295) (258)
Cash flow from financing activities:
Net increase in lines of credit 64,975 16,145
Proceeds from other long-term liabilities 83 25
Payments of other long-term liabilities (60) (139)
Purchases of units of beneficial interest (79,934) (23,646)
Sales of units of beneficial interest 13,972 828
Cash dividends (7,942) (9,484)
Deferred revenue (75) --
-------- --------
Net cash used for financing activities (8,981) (16,271)
-------- --------
Net decrease in cash and cash equivalents (1,834) (3,767)
Cash and cash equivalents
Beginning of year 10,087 12,031
-------- --------
At March 24, 2002 and March 25, 2001 $ 8,253 $ 8,264
======== ========
See accompanying notes to unaudited consolidated condensed financial statements.
JOURNAL COMMUNICATIONS, INC.
Notes to Unaudited Consolidated Condensed Financial Statements
--------------------------------------------------------------
(in thousands, except per share amounts)
1. Basis of Presentation
---------------------
The accompanying consolidated condensed interim financial statements have
been prepared by Journal Communications, Inc. (the Company) pursuant to the
rules and regulations of the Securities and Exchange Commission and reflect
normal and recurring adjustments, which are, in the opinion of the Company,
considered necessary for a fair presentation. As permitted by these
regulations, these statements do not include all information required by
generally accepted accounting principles in the United States to be
included in an annual set of financial statements. However, the Company
believes that the disclosures are adequate to make the information
presented not misleading. These consolidated condensed financial statements
should be read in conjunction with the consolidated financial statements
and the notes thereto included in the Company's latest audited financial
statements.
Certain prior year amounts have been reclassified to conform to the 2002
presentation.
Operating results for the three periods ended March 24, 2002 are not
necessarily indicative of the results that may be expected for the year
ended December 31, 2002.
2. Accounting Periods
------------------
The Company divides its calendar year into thirteen four-week accounting
periods, except that the first and thirteenth periods may be longer or
shorter to the extent necessary to make each accounting year end on
December 31. The Company follows a practice of publishing its interim
financial statements at the end of the third accounting period (its first
quarter), at the end of the sixth accounting period (its second quarter),
and at the end of the tenth accounting period (its third quarter).
3. Segment Information
-------------------
Three Periods Ended
-------------------
March 24, 2002 March 25, 2001
-------------- --------------
Revenues
--------
Journal Sentinel $ 48,053 $ 51,804
Journal Broadcast Group 30,680 26,959
Norlight Telecommunications 34,905 34,041
IPC Communication Services 26,478 27,679
Add, Inc. 21,616 23,039
NorthStar Print Group 12,135 13,388
PrimeNet Marketing Services 8,681 8,411
Corporate and eliminations (892) (1,093)
-------- --------
$181,656 $184,228
======== ========
Earnings (losses) from continuing operations before income taxes
----------------------------------------------------------------
Journal Sentinel $ 5,554 $ 6,810
Journal Broadcast Group 4,697 9
Norlight Telecommunications 10,340 10,894
IPC Communication Services 149 (327)
Add, Inc. (323) (729)
NorthStar Print Group (167) (1,389)
PrimeNet Marketing Services 214 (121)
Corporate and eliminations 672 (697)
Net interest and dividends 489 449
-------- --------
$ 21,625 $ 14,899
======== ========
JOURNAL COMMUNICATIONS, INC.
Notes to Unaudited Consolidated Condensed Financial Statements
--------------------------------------------------------------
(in thousands, except per share amounts)
3. Segment Information, continued
------------------------------
March 24, 2002 December 31, 2001
-------------- ----------------
(Audited)
Total assets
------------
Journal Sentinel $140,575 $145,200
Journal Broadcast Group 276,318 296,723
Norlight Telecommunications 130,711 122,649
IPC Communication Services 50,666 50,494
Add, Inc. 62,422 62,929
NorthStar Print Group 22,783 24,079
PrimeNet Marketing Services 5,370 13,181
Corporate and eliminations 26,686 17,049
-------- --------
$715,531 $732,304
======== ========
4. Comprehensive income
--------------------
Three Periods Ended
-------------------
March 24, 2002 March 25, 2001
-------------- --------------
Net earnings $7,338 $8,854
Foreign currency translation adjustments 173 (68)
-------- --------
Comprehensive income $7,511 $8,786
====== ======
5. Goodwill and Other Intangible Assets
------------------------------------
The Company adopted SFAS No. 142, "Goodwill and Other Intangible Assets"
effective January 1, 2002. Under SFAS No. 142, goodwill and intangible
assets deemed to have indefinite lives, including broadcast licenses and
network affiliation agreements in the Company's case, are no longer
systematically amortized but, instead, are reviewed for impairment and
written down and charged to results of operations when their carrying
amount exceeds their estimated fair value. According to SFAS No. 142,
broadcast licenses and network affiliation agreements are deemed to have
indefinite useful lives because the Company has renewed these agreements
without issue in the past and intends to renew them indefinitely in the
future. Consequently, the Company has determined that the cash flows from
both its broadcast licenses and its network affiliation agreements are
expected to continue indefinitely.
With the assistance of independent professional appraisers, the Company
performed transitional impairment tests on its goodwill, broadcast licenses
and network affiliation agreements. The previous method for determining
impairment prescribed by SFAS No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed Of," utilized an
undiscounted cash flow approach for the initial impairment assessment,
while SFAS No. 142 utilizes a fair value approach. The Company has six
reporting units with goodwill, which also are the Company's reportable
segments. Goodwill was tested for impairment at the level of reporting
unit. Broadcast licenses and network affiliation agreements were tested for
impairment at the level of separate identifiable assets. As a result, in
the three periods ended March 24, 2002, the Company recorded a transitional
goodwill and customer list intangible asset impairment charge of $8,208
($6,824 after tax) at PrimeNet Marketing Services and a transitional
broadcast license intangible asset impairment charge of $722 ($458 after
tax) at Journal Broadcast Group. For goodwill amortization that was
nondeductible for income tax purposes, likewise, the transitional goodwill
impairment charge is nondeductible. These charges are reported as the
cumulative effect of accounting change in the Consolidated Condensed
Statement of Income. The Company is required to perform impairment tests
each year, or between yearly tests in certain circumstances, for goodwill,
broadcast licenses and network affiliation agreements. There can be no
assurance that future impairment tests will not result in a charge to
earnings.
The following table reconciles the reported earnings from continuing
operations before accounting change, net earnings and earnings per share
from continuing operations before accounting change to that which would
have resulted for the three periods ended March 25, 2001 if SFAS No. 142
had been adopted effective January 1, 2001:
JOURNAL COMMUNICATIONS, INC.
Notes to Unaudited Consolidated Condensed Financial Statements
--------------------------------------------------------------
(in thousands, except per share amounts)
5. Goodwill and Other Intangible Assets, continued
-----------------------------------------------
Reported earnings from continuing operations before accounting change $ 9,036
Goodwill amortization, net of tax 506
Broadcast license amortization, net of tax 718
Network affiliation amortization, net of tax 17
-------
Adjusted earnings from continuing operations before accounting change $10,277
=======
Reported net earnings $ 8,854
Goodwill amortization, net of tax 508
Broadcast license amortization, net of tax 718
Network affiliation amortization, net of tax 17
-------
Adjusted earnings $10,097
=======
Basic and diluted earnings per share:
Reported earnings from continuing operations before accounting change $ 0.33
Goodwill amortization 0.02
Broadcast license amortization 0.03
Network affiliation amortization --
-------
Adjusted earnings from continuing operations before accounting change $ 0.38
=======
Basic and diluted earnings per share:
Reported net earnings $ 0.32
Goodwill amortization 0.02
Broadcast license amortization 0.03
Network affiliation amortization --
-------
Adjusted net earnings $ 0.37
=======
Intangible assets other than goodwill at March 24, 2002 and December 31, 2001 consisted of the following:
Gross Accumulated Net
Carrying Amount Amortization Carrying Amount
- ---------------------------------------------------------------------------------------------------------------
As of March 24, 2002
Intangible assets subject to amortization:
Customer lists $16,248 $12,864 $ 3,384
Non-compete agreements 17,790 15,119 2,671
Other 11,241 11,219 22
------ ------ --
Total $45,279 $39,202 $ 6,077
======= ======= =======
Indefinite life intangible assets:
Broadcast licenses $142,887 $14,767 $128,120
Network affiliations 10,330 263 10,067
Other 1,568 -- 1,568
----- -- -----
Total $154,785 $15,030 $139,755
======== ======= ========
As of December 31, 2001
Intangible assets subject to amortization:
Customer lists $18,138 $13,369 $ 4,769
Non-compete agreements 17,690 14,795 2,895
Other 15,750 14,834 916
------ ------ ---
Total $51,578 $42,998 $ 8,580
======= ======= =======
Indefinite life intangible assets:
Broadcast licenses $143,609 $14,767 $128,842
Network affiliations 10,330 263 10,067
Other 1,568 -- 1,568
----- -- -----
Total $155,507 $15,030 $140,477
======== ======= ========
JOURNAL COMMUNICATIONS, INC.
Notes to Unaudited Consolidated Condensed Financial Statements
--------------------------------------------------------------
(in thousands, except per share amounts)
5. Goodwill and Other Intangible Assets, continued
-----------------------------------------------
In accordance with SFAS No. 142, amortization expense for the three periods
ended March 24, 2002 was $452. Estimated amortization expense for each of
the years ended December 31 is as follows:
Year Amount
---- ------
2002 $1,884
2003 1,646
2004 1,038
2005 464
2006 446
The changes in the net carrying amount of goodwill, by reporting segment,
for the three periods ending March 24, 2002 are as follows:
Goodwill Goodwill Transfer of
Goodwill at related to related to unidentifiable Impairment Goodwill at
Segment January 1, 2002 acquisitions divestitures intangible losses March 24, 2002
------- --------------- ------------ ------------ ---------- ------ --------------
Journal
Sentinel $ 2,084 $ -- $ -- $ -- $ -- $ 2,084
Journal
Broadcast
Group 76,584 (5) -- 167 -- 76,746
NorthStar
Print Group 2,362 -- -- -- -- 2,362
Add, Inc. 23,713 -- 398 724 -- 24,835
Norlight
Telecomm-
unications 188 -- -- -- -- 188
PrimeNet
Marketing
Services 7,358 -- -- -- (6,948) 410
-------- ---- ---- ---- -------- --------
Total $112,289 $ (5) $398 $891 $ (6,948) $106,625
======== ==== ==== ==== ======== ========
According to SFAS No. 142, when a portion of a reporting unit that constitutes a business is disposed of, goodwill
associated with that business shall be included in the carrying amount of the business based on the relative fair
values of the business disposed of and the portion of the reporting unit that is retained. The book value of Fox
Cities Newspapers' (the Newspapers) goodwill equaled $398 as of December 31, 2001. As discussed in note 6 below, the
Company announced the closure of the Newspapers in January 2002. Based upon the valuation of the Newspapers and its
reporting unit, Add, Inc., the value of goodwill relative to the Newspapers now equals zero. Therefore, upon adoption
of SFAS No. 142, the Newspapers' goodwill that was classified in net non-current assets of discontinued operations in
the December 31, 2001 Consolidated Condensed Balance Sheet has been reclassified to the Add, Inc. reporting unit
goodwill in the March 24, 2002 Consolidated Condensed Balance Sheet.
JOURNAL COMMUNICATIONS, INC.
Notes to Unaudited Consolidated Condensed Financial Statements
--------------------------------------------------------------
(in thousands, except per share amounts)
5. Goodwill and Other Intangible Assets, continued
-----------------------------------------------
The changes in the net carrying amount of goodwill, by reporting segment,
for the three periods ending March 25, 2001 are as follows:
Goodwill
Goodwill at related to Goodwill at
Segment January 1, 2001 divestitures Amortization March 25, 2001
------- --------------- ------------ ------------ --------------
Journal
Sentinel $ 2,090 $ -- $ (1) $ 2,089
Journal
Broadcast
Group 76,352 -- (488) 75,864
NorthStar
Print Group 2,736 (296) (18) 2,422
Add, Inc. 24,411 -- (161) 24,250
Norlight
Telecomm-
unications 202 -- (3) 199
PrimeNet
Marketing
Services 7,581 -- (52) 7,529
-------- ----- ----- --------
Total $113,372 $(296) $(723) $112,353
======== ===== ===== ========
6. Discontinued Operations
-----------------------
The Company adopted SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets," effective January 1, 2002. SFAS No. 144
addresses financial accounting and reporting for the impairment of
long-lived assets and for long-lived assets to be disposed of, as well as
the accounting and reporting of discontinued operations. The closure of the
Newspapers in January 2002 has been reported as a discontinued operation.
In January 2002, the Company announced the immediate closure of the
Newspapers, located in and around Appleton, Wisconsin. The Newspapers were
part of the Add, Inc. reporting segment. The Newspapers were considered a
start-up operation that included six weekly papers, which were either
acquired or launched in 1999. After a significant start-up effort the
Company concluded it did not expect the Newspapers to become profitable in
the foreseeable future. The Company has recorded closure costs of $395
($237 after tax) which is reported in the loss from discontinued operations
in the Consolidated Condensed Statements of Income. The Company expects to
record additional closure costs in the second quarter; however, they are
not expected to be material.
The following table summarizes the results of operations of the Newspapers
which are included in the loss from discontinued operations:
Three Periods Ended
-------------------
March 24, 2002 March 25, 2001
-------------- --------------
Revenue $ 160 $ 837
Losses before income tax benefit (471) (300)
JOURNAL COMMUNICATIONS, INC.
Notes to Unaudited Consolidated Condensed Financial Statements
--------------------------------------------------------------
(in thousands, except per share amounts)
6. Discontinued Operations, continued
----------------------------------
At March 24, 2002 and December 31, 2001, the net assets and liabilities of
the Newspapers consisted of the following:
Three Periods Ended
-------------------
March 24, 2002 December 31, 2001
-------------- -----------------
Other current assets $ 10 $ 12
Accrued expenses -- (44)
----- ------
Net current assets (liabilities) $ 10 $ (32)
====== ======
Property and equipment $ 223 $ 223
Goodwill and intangible assets 143 543
------ ------
Net non-current assets $ 366 $ 766
====== ======
JOURNAL COMMUNICATIONS, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Results of Operations
- ---------------------
Three Accounting Periods Ended March 24, 2002 Compared to Three Accounting
- --------------------------------------------------------------------------
Periods Ended March 25, 2001
- ----------------------------
Consolidated revenue from continuing operations for the three accounting periods
ended March 24, 2002 of $181.7 million was $2.5 million behind the same period
last year when revenue from continuing operations was $184.2 million. Revenue
increases at Journal Broadcast Group, Norlight Telecommunications (Norlight) and
PrimeNet Marketing Services (PrimeNet) were more than offset by decreases at
Journal Sentinel Inc. (Journal Sentinel), IPC Communication Services (IPC), Add,
Inc. and NorthStar Print Group (NorthStar).
Earnings from continuing operations before accounting change were $14.9 million
for the first quarter 2002 compared to $9.0 million in the same quarter last
year. If SFAS No. 142 had been adopted effective January 1, 2001, earnings from
continuing operations before accounting change would have been $10.3 million in
the first quarter 2001. The decisions made in 2001 to control costs, reduce the
Company's work force and shut down or transition certain operating business
units have contributed to the increase in earnings in the first quarter 2002.
Journal Sentinel
- ----------------
Revenue from continuing operations of Journal Sentinel of $48.1 million in the
first quarter 2002 decreased $3.7 million from $51.8 million in the first
quarter last year. The revenue categories are as follows:
Three periods ended
-------------------
March 24, 2002 March 25, 2001
-------------- --------------
($ in millions)
Advertising
Retail $16.1 $15.4
General 2.4 2.7
Classified 13.9 17.8
------ ------
Total advertising 32.4 35.9
Circulation 10.4 10.9
Other 5.3 5.0
------ ------
Total revenue $48.1 $51.8
===== =====
The $3.5 million decline in advertising revenue in the first quarter 2002
compared to the same period last year is primarily attributed to a $3.9 million
decrease in classified advertising. Employment advertising is the single largest
factor contributing to the decrease. Employment classified advertising is $3.5
million or 35% behind the same period last year. Retail and general advertising
increased $0.4 million largely due to the increase in preprint advertising.
Circulation revenue decreased $0.5 million in the first quarter 2002 primarily
due to the decline in average net paid circulation for the daily and Sunday
newspapers of 7.2% and 2.3%, respectively. A decline in net paid circulation was
expected because in January 2002 Journal Sentinel eliminated home delivery of
its newspapers in all but the twelve counties in southeastern Wisconsin.
Pretax earnings from continuing operations were $5.6 million in the first
quarter of 2002 compared to $6.8 million in the same period last year. The
decrease in revenue is the main reason for the decrease in pretax earnings.
However, earnings were positively impacted by the $1.7 million decrease in total
cost of newsprint and reduced payroll and selling and administration expenses in
the first quarter 2002 compared to the first quarter 2001. During 2001, Journal
Sentinel used voluntary and involuntary work force reduction programs to reduce
its cost structure.
Journal Broadcast Group
- -----------------------
Revenue from continuing operations of Journal Broadcast Group was $30.7 million
in the first quarter of 2002 compared to $27.0 million for the same period last
year. Pretax earnings from continuing operations were $4.7 million in the first
quarter 2002 compared to breakeven results in the same period last year.
JOURNAL COMMUNICATIONS, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS, continued
The breakdown of revenue and pretax earnings from continuing operations between
the television operations and the radio operations is as follows:
Three Periods Ended
-------------------
March 24, 2002 March 25, 2001
-------------- --------------
($in millions)
Revenue
Television $15.8 $13.0
Radio 14.9 14.0
----- -----
Total $30.7 $27.0
===== =====
Earnings from continuing operations
before income taxes
Television 3.1 0.7
Radio 1.6 (0.7)
----- -----
Total $ 4.7 $ 0.0
===== =====
Revenue from the television stations increased $2.8 million in the first quarter
2002 compared to the same period last year. The major reasons for the increased
revenue were advertising sales generated during the broadcast of the 2002 Winter
Olympics and the addition of a television station in Boise, Idaho that was
acquired on December 31, 2001. Pretax earnings of $3.1 million increased by $2.4
million from the same period last year. A substantial portion of the pretax
earnings growth is attributed to the 2002 Olympics. In addition, pretax earnings
were helped by the discontinuation of goodwill and broadcast license
amortization expense by $0.3 million and cost containment initiatives that were
implemented in 2001.
Revenue from the radio operations was $14.9 million in the first quarter of
2002, an increase of $0.9 million from $14.0 million in the same period last
year. Pretax earnings of $1.6 million in the first quarter of 2002 increased
$2.3 million from a pretax loss of $0.7 million last year. Pretax earnings of
the radio group were positively impacted by the discontinuation of $1.4 million
of goodwill and broadcast license amortization expense in the first quarter of
2002. In addition, the combination of strong programs and increased ratings in
the Milwaukee, Wisconsin; Omaha, Nebraska; Knoxville, Tennessee and Springfield,
Missouri radio markets and tight cost controls in all markets has also favorably
impacted earnings.
Norlight
- --------
Norlight increased revenues by 2.5% to $34.9 million in the first quarter of
2002 compared to $34.0 million in the same period last year. Norlight continues
to see demand for quality telecommunication services within the markets it
serves; however, the slowdown in the telecommunications industry has slowed the
growth of revenue that Norlight has experienced in the past few years. However,
pretax earnings from continuing operations decreased $0.6 million to $10.3
million in the first quarter 2002 compared to the same period last year. The
decline in pretax earnings is attributed to price reductions for existing and
renewal customer contracts that occurred in 2001. In addition, depreciation
expense increased $0.8 million in the first quarter 2002, resulting from the
completion of several capital investment initiatives in 2001.
WorldCom and Global Crossing (Global Crossing filed for Chapter 11 bankruptcy
protection in January 2002) continue to be Norlight's top two customers. The
loss of one of these two customers would adversely affect the Company's results
of operations. Norlight diligently continues to closely monitor its customers'
accounts.
IPC
- ---
In the first quarter 2002, IPC's revenue decreased 4.3% to $26.5 million from
$27.7 million in the same period last year. The slowdown in the economy coupled
with last year's decision to consolidate its U.S. operations and eliminate
customers that did not fit the company's long term strategic business plans
contributed to the revenue decline. However, pretax earnings from continuing
operations were $0.1 million compared to a pretax loss of $0.3 million in the
same period last year. Reduced operational costs and improved profit margins on
several customer accounts contributed to the improved operating results.
JOURNAL COMMUNICATIONS, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS, continued
On April 29, 2002, a resolution was approved by the Board of Directors for IPC
France to proceed to close IPC France through a liquidation process. This
resolution was approved after receiving the opinion of The Workers Committee on
Book IV, which reviews the economic situation and the reasons for this decision,
as required under French law.
The process of shutting down IPC France cannot begin until Book III is
completed. Book III is a required step in the process that defines such things
as the notice period, severance packages, training and outplacement assistance
for those losing their jobs. The closing of the facility will begin after the
consultation on Book III is completed. The Company currently expects IPC France
to be closed by the end of 2002.
Add, Inc.
- ---------
Revenue of Add, Inc. from continuing operations was $21.6 million in the first
quarter 2002, a 6.2% decrease from $23.0 million in the same period last year.
Add, Inc. reported a pretax loss from continuing operations of $0.3 million
compared to a loss of $0.7 million in the same period last year. In 2002, the
discontinuation of goodwill amortization had a $0.2 million favorable impact on
Add, Inc.'s pretax loss from continuing operations. In addition, the 2001
closings of certain publications in Florida and Ohio that recorded operating
losses in the first quarter 2001 had a positive impact on the 2002 earnings
comparison. Also, the total cost of newsprint decreased $0.2 million in the
first quarter 2002 compared to the same period last year.
NorthStar
- ---------
NorthStar recorded year-to-date revenue from continuing operations of $12.1
million compared to $13.4 million in 2001, a decrease of 9.4%. Pretax loss from
continuing operations was $0.2 million compared to a pretax loss of $1.4 million
in the same period last year. The reported decline in revenue and the decrease
in pretax loss in the first quarter 2002 can be attributed to the March 2001
sale of certain of the assets of NorthStar's display division in Milwaukee,
Wisconsin. In the first quarter 2001, these operations reported revenue and a
pretax loss of $2.9 million and $1.2 million, respectively.
PrimeNet
- --------
At PrimeNet, first quarter revenue of $8.7 million increased 3.2% from $8.4
million in the same period last year. Additionally, in the first quarter 2002,
PrimeNet recorded pretax earnings from continuing operations of $0.2 million
compared to a pretax loss of $0.1 million last year. New product offerings that
resulted in higher sales and tight cost controls have helped to improve
PrimeNet's operating results in the first quarter 2002.
Non Operating Income and Taxes From Continuing Operations
- ---------------------------------------------------------
Interest income and dividends were $0.6 million in the first quarter 2002
compared to $0.5 million in 2001. In the first quarter 2002, the Company
received interest income from refunds of state income taxes. In the same quarter
last year, the Company received interest income from the refund of federal
income taxes. In the first quarter 2002 and 2001, the Company received dividends
from preferred stock.
The year-to-date effective tax rate on continuing operations was 31.08% in 2002
compared to 39.35% in the same period last year. In the first quarter 2002, the
difference between the statutory federal tax rate and the effective tax rate is
primarily the result of foreign tax attributes.
Discontinued Operations
- -----------------------
In January 2002, the Company announced the immediate closure of the Fox Cities
Newspapers (the Newspapers), located in and around Appleton, Wisconsin. The
Newspapers were part of the Add, Inc. reporting segment. The Newspapers were
considered a start-up operation that included six weekly papers, which were
either acquired or launched in 1999. The Company did not expect the Newspapers
to become profitable in the foreseeable future. The Newspapers operations have
been reflected as discontinued operations, and accordingly, prior period
financial statements have been restated to reflect this treatment.
Net revenues from discontinued operations were $0.2 million and $0.8 million in
the first quarter of 2002 and 2001, respectively. Net current and non-current
assets of discontinued operations were $0.4 million at March 24, 2002 and $0.7
million at December 31, 2001. The Company has recorded closure costs of $0.4
million ($0.2 million after tax) which are reported in the loss from
discontinued operations. The Company expects to record additional closure costs
in the second quarter; however, the Company does not expect the additional
closure costs to be material.
JOURNAL COMMUNICATIONS, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS, continued
Liquidity and Capital Resources
- -------------------------------
Cash provided by continuing operations was $23.7 million in the first quarter
2002 compared to $22.4 million in the first quarter 2001. The increase in cash
provided is due to the increase in earnings from continuing operations and the
increase in accounts payable.
Cash used for investing activities was $16.2 million year-to date in 2002
compared to $9.6 million during the same time period in 2001. The Company
continues to invest in the building of the new Journal Sentinel production
facility, the Norlight fiber optic network and digital television equipment at
Journal Broadcast Group. In the first quarter 2001, the Company had $4.4 million
in proceeds from the sale of certain of the assets of the Milwaukee operation of
NorthStar. Cash used for discontinued operations was $0.3 million in the first
quarter of 2002 and 2001.
Cash used for financing activities was $9.0 million in the first quarter 2002
compared with $16.3 million in the same period last year. The Company increased
its borrowing under the lines of credit and demand note by $65.0 million. The
increased borrowing was primarily used to purchase units of beneficial interest
(units) from employees and former employees of the Company. In the first quarter
2002, purchases of units were $80.0 million compared with $23.6 million in the
same period last year. Sales of units were $14.0 million and $0.8 million in the
first quarter of 2002 and 2001, respectively.
The Company has various unsecured short-term lines of credit with banks to
support its cash requirements. As of March 24, 2002, the Company had borrowings
of $69.4 million under these lines of credit and available credit of $9.6
million. The Company is currently negotiating a single, syndicated short-term
credit facility in the amount of $120 million. The Company believes that current
cash balances, expected cash flows from operations and borrowings under bank
credit facilities will be adequate to provide for the Company's capital
expenditures, cash dividends, purchases of units at levels the Company currently
anticipates and working capital requirements for the foreseeable future.
Forward-Looking Statements
- --------------------------
This interim report on Form 10-Q contains statements that the Company believes
are "forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. All statements other than statements of
historical fact, including statements regarding our future financial position,
business strategy, budgets, projected costs and plans and objectives of
management for future operations, are forward-looking statements. When used in
this interim report, words such as "may," "will," "intend," "anticipate,"
"believe" or "should" and similar expressions are generally intended to identify
forward-looking statements. These statements are not guarantees of future
performance and are subject to risks, uncertainties and other factors, some of
which are beyond the Company's control. These risks, uncertainties and other
factors could cause actual results to differ materially from those expressed or
implied by those forward-looking statements. Among such risks, uncertainties and
other factors are changes in advertising demand, newsprint prices, interest
rates, regulatory rulings, the outcome of pending and future litigation, the
availability of quality broadcast programming at competitive prices, changes in
network affiliation agreements, changes in regulations governing the number of
broadcast licenses that a person may control, quality and rating of network
over-the-air broadcast programs available to the Company's customers, energy
costs, effects of the rapidly changing nature of the telecommunications,
newspaper, and broadcast industries, other economic conditions and the
availability and effect of acquisitions, investments, and dispositions on the
Company's results of operations or financial condition. Readers are cautioned
not to place undue reliance on such forward-looking statements, which are as of
the date of this filing.
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 the Company's annual report on Form
10-K for the year ended December 31, 2001.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Newspaper Merger Class Action Suit - On May 4, 1999, five former employees filed
a lawsuit in connection with the 1995 merger of the Milwaukee Journal and
Milwaukee Sentinel. This lawsuit was granted class action status to include
other unitholders who separated from the Company as part of the merger. The
plaintiffs alleged that an internal memorandum created a contract permitting
members of the plaintiff class to sell back units at any time over a period of
up to ten years, depending on their retirement status or years of unit
ownership.
JOURNAL COMMUNICATIONS, INC.
On May 7, 2002, the parties reached an out-of-court settlement, subject to
approval by the judge. The Company has agreed to pay the plaintiffs $8.9 million
in cash in settlement of all claims. The Company has also agreed to allow
certain members of the plaintiff class to retain certain rights for a period of
time as to units of beneficial interest in the Company. Plaintiffs and their
counsel value these rights at approximately $0.6 million. The settlement amount,
net of insurance proceeds, has been fully reserved in prior periods.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
None
(b) Reports on Form 8-K
The Company did not file any Report on Form 8-K during the period covered
by this interim report.
SIGNATURES
- ----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
JOURNAL COMMUNICATIONS, INC.
----------------------------
Registrant
Date May 8, 2002 /s/ Steven J. Smith
------------------------ -----------------------------------------
Steven J. Smith, Chairman and Chief
Executive Officer
Date May 8, 2002 /s/ Paul M. Bonaiuto
------------------------ -----------------------------------------
Paul M. Bonaiuto, Executive Vice President
and Chief Financial Officer