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 23, 2003
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission File Number: 0-7831
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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)
414-224-2728
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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
----- -----
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of May 2, 2003:
Class Outstanding at May 2, 2003
----- --------------------------
Common Stock, par value $0.125 28,800,000
Units of Beneficial Interest 25,920,000*
*2,884,263 of which were held by us in treasury
JOURNAL COMMUNICATIONS, INC.
INDEX
Page No.
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Part I. Financial Information
Item 1. Financial Statements
Consolidated Condensed Balance Sheets as of
March 23, 2003 (Unaudited) and December 31, 2002 2
Unaudited Consolidated Condensed Statements of
Earnings for the First Quarter Ended
March 23, 2003 and March 24, 2002 3
Unaudited Consolidated Condensed Statements of
Cash Flows for the First Quarter Ended
March 23, 2003 and March 24, 2002 4
Notes to Unaudited Consolidated Condensed Financial
Statements As of March 23, 2003 5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
Item 3. Quantitative and Qualitative Disclosure of Market Risk 16
Item 4. Controls and Procedures 17
Part II. Other Information
Items 1 - 6 17
1
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Journal Communications, Inc.
Consolidated Condensed Balance Sheets
(in thousands, except per share amounts)
March 23, 2003 December 31, 2002
-------------- -----------------
ASSETS (unaudited)
- ------
Current assets:
Cash and cash equivalents........................................ $ 6,599 $ 8,455
Receivables, less allowance for doubtful accounts
of $6,522 and $6,453.......................................... 85,533 89,920
Inventories, lower of cost (first-in-first-out) or market:
Paper and supplies............................................ 8,357 7,725
Work in process............................................... 1,773 3,456
Finished goods................................................ 6,418 5,019
------------ -----------
16,548 16,200
Prepaid expenses.................................................. 8,594 11,786
Deferred income taxes............................................. 8,164 8,164
------------ -----------
TOTAL CURRENT ASSETS.............................................. 125,438 134,525
Property and equipment, at cost, less accumulated depreciation
of $353,636 and $345,333......................................... 330,661 324,405
Goodwill............................................................... 111,998 111,998
Broadcast licenses..................................................... 125,492 125,492
Other intangible assets, net........................................... 11,719 12,115
Prepaid pension costs.................................................. 29,749 30,337
Other assets........................................................... 5,781 5,880
------------ -----------
TOTAL ASSETS...................................................... $ 740,838 $ 744,752
============ ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Notes payable to banks............................................ $ 75,870 $ 90,775
Accounts payable.................................................. 50,759 37,757
Accrued compensation.............................................. 20,812 29,712
Deferred revenue.................................................. 20,859 20,741
Accrued employee benefits......................................... 7,452 9,576
Other current liabilities......................................... 14,933 9,525
Current portion of long-term liabilities.......................... 1,574 1,645
------------ -----------
TOTAL CURRENT LIABILITIES......................................... 192,259 199,731
Accrued employee benefits.............................................. 17,070 16,945
Other long-term liabilities............................................ 9,142 9,238
Deferred income taxes.................................................. 42,294 42,294
Shareholders' equity:
Common stock, authorized and issued 28,800 shares
($0.125 par value).............................................. 3,600 3,600
Retained earnings................................................. 584,888 581,361
Units of beneficial interest in treasury, at cost................. (108,417) (108,417)
Accumulated other comprehensive income............................ 2 --
------------ -----------
TOTAL SHAREHOLDERS' EQUITY........................................ 480,073 476,544
============ ===========
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY........................ $ 740,838 $ 744,752
============ ===========
Note: The balance sheet at December 31, 2002 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)
First Quarter Ended
----------------------------------
March 23, 2003 March 24, 2002
-------------- --------------
Continuing operations:
Operating revenue:
Publishing........................................................ $ 68,337 $ 69,517
Broadcasting...................................................... 29,462 30,680
Telecommunications................................................ 33,750 34,905
Printing services................................................. 21,025 25,028
Other............................................................. 21,893 19,925
---------- -----------
Total operating revenue................................................ 174,467 180,055
Operating costs and expenses:
Publishing........................................................ 34,728 33,880
Broadcasting...................................................... 13,840 13,083
Telecommunications................................................ 18,562 18,223
Printing services................................................. 17,034 21,496
Other............................................................. 18,395 17,149
---------- -----------
Total operating costs and expenses................................ 102,559 103,831
Selling and administrative expenses............................... 52,656 55,744
---------- -----------
Total operating costs and expenses and selling and
administrative expenses........................................... 155,215 159,575
Operating earnings..................................................... 19,252 20,480
Other income and expense:
Interest income and dividends..................................... 77 631
Interest expense, net............................................. (491) (145)
---------- -----------
Total other income and expense......................................... (414) 486
Earnings from continuing operations before
income taxes and accounting change.................................. 18,838 20,966
Provision for income taxes............................................. 7,536 8,714
---------- -----------
Earnings from continuing operations
before accounting change............................................ 11,302 12,252
Income from discontinued operations, net of
applicable income tax benefit of $2,667............................. -- 1,595
Cumulative effect of accounting change, net of applicable
income taxes of $1,161.............................................. -- (6,509)
---------- -----------
Net earnings .......................................................... $ 11,302 $ 7,338
========== ===========
Weighted average number of
shares outstanding................................................ 25,916 26,775
Basic and diluted earnings per share:
Continuing operations before accounting change.................... $ 0.44 $ 0.46
Discontinued operations........................................... -- 0.06
Cumulative effect of accounting change............................ -- (0.25)
---------- -----------
Net earnings per share................................................. $ 0.44 $ 0.27
========== ===========
Cash dividends per share............................................... $ 0.30 $ 0.30
========== ===========
See accompanying notes to unaudited consolidated condensed financial statements.
3
Journal Communications, Inc.
Unaudited Consolidated Condensed Statements of Cash Flows
(in thousands)
First Quarter Ended
-----------------------------------
March 23, 2003 March 24, 2002
-------------- --------------
Cash flow from operating activities:
Net earnings ..................................................... $ 11,302 $ 7,338
Less income from discontinued operations.......................... -- 1,595
Less cumulative effect of accounting change....................... -- (6,509)
----------- -----------
Earnings from continuing operations before accounting change...... 11,302 12,252
Adjustments for non-cash items:
Depreciation.................................................. 10,433 9,977
Amortization.................................................. 396 352
Provision for doubtful accounts............................... 607 875
Net (gain) loss from disposal of assets....................... 3 (18)
Impairment of long-lived assets............................... -- 1,260
Net changes in operating assets and liabilities,
excluding effects of sales and acquisitions:
Receivables............................................. 3,815 4,194
Inventories............................................. (348) 2,764
Accounts payable........................................ 11,481 (7,283)
Other assets and liabilities............................ (110) 157
----------- -----------
NET CASH PROVIDED BY OPERATING ACTIVITIES............ 37,579 24,530
Cash flow from investing activities:
Capital expenditures for property and equipment................... (16,784) (16,323)
Proceeds from sales of assets..................................... 92 29
Other, net........................................................ (63) 37
----------- -----------
NET CASH USED FOR INVESTING ACTIVITIES............... (16,755) (16,257)
Cash flow from financing activities:
Net increase (decrease) in notes payable to bank.................. (14,905) 64,975
Purchases of units of beneficial interest......................... -- (79,934)
Sales of units of beneficial interest............................. -- 13,972
Cash dividends.................................................... (7,775) (7,942)
Deferred revenue.................................................. -- (75)
----------- -----------
NET CASH USED FOR FINANCING ACTIVITIES............... (22,680) (9,004)
NET CASH USED FOR DISCONTINUED OPERATIONS.............................. -- (377)
----------- -----------
NET DECREASE IN CASH AND CASH EQUIVALENTS.............................. (1,856) (1,108)
Cash and cash equivalents:
Beginning of year................................................. 8,455 8,911
----------- -----------
At March 23, 2003 and March 24, 2002.............................. $ 6,599 $ 7,803
=========== ===========
See accompanying notes to unaudited consolidated condensed financial statements.
4
Journal Communications, Inc.
Notes to Unaudited Consolidated Condensed Financial Statements
(in thousands)
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 generally
accepted accounting principles 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
first quarter ended March 23, 2003 are not necessarily indicative of the
results that may be expected for the year ended December 31, 2003. 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, 2002.
We reclassified certain prior year amounts to conform to the 2003
presentation.
2 ACCOUNTING PERIODS
We divide our calendar year into 13 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. We follow
a practice of publishing our interim 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).
3 SEGMENT INFORMATION
First Quarter Ended
--------------------------------
March 23, 2003 March 24, 2002
-------------- --------------
Operating revenue
-----------------
Publishing...................................... $ 68,337 $ 69,517
Broadcasting.................................... 29,462 30,680
Telecommunications.............................. 33,750 34,905
Printing services............................... 21,025 25,028
Other........................................... 21,893 19,925
---------- ----------
$ 174,467 $ 180,055
========== ==========
Operating earnings (loss)
-------------------------
Publishing...................................... $ 3,582 $ 5,235
Broadcasting.................................... 3,406 4,703
Telecommunications.............................. 9,212 10,316
Printing services............................... 1,122 750
Other........................................... 1,930 (524)
---------- ----------
$ 19,252 $ 20,480
========== ==========
December 31, 2002
-----------------
Audited
-------
Identifiable total assets
-------------------------
Publishing...................................... $ 231,146 $ 224,290
Broadcasting.................................... 294,238 298,426
Telecommunications.............................. 111,002 114,545
Printing services............................... 29,615 31,005
Other........................................... 74,837 76,486
---------- ----------
$ 740,838 $ 744,752
========== ==========
4 COMPREHENSIVE INCOME
First Quarter Ended
--------------------------------
March 23, 2003 March 24, 2002
-------------- --------------
Net earnings.................................... $ 11,302 $ 7,338
Foreign currency translation adjustments........ 2 173
---------- ----------
Comprehensive Income............................ $ 11,304 $ 7,511
========== ==========
5
Journal Communications, Inc.
Notes to Unaudited Consolidated Condensed Financial Statements
(in thousands)
5 GOODWILL AND OTHER INTANGIBLE ASSETS
Definite-lived Intangibles
--------------------------
Our definite-lived intangible assets consist primarily of customer lists
and non-compete agreements. We amortize the customer lists over the period
of time we expect the assets to contribute to our cash flows and we
amortize the non-compete agreements over the terms of the contracts.
The gross carrying amount, accumulated amortization and net carrying amount
of the major classes of definite-lived intangible assets as of March 23,
2003 and December 31, 2002 is as follows:
Gross Accumulated Net
As of March 23, 2003 Carrying Amount Amortization Carrying Amount
--------------- ------------ ---------------
Definite-lived intangible assets:
Customer lists.................................. $ 17,771 $ (14,951) $ 2,820
Non-compete agreements.......................... 24,813 (23,437) 1,376
Other........................................... 3,080 (3,052) 28
--------------- ----------- ---------------
Total........................................... $ 45,664 $ (41,440) $ 4,224
=============== =========== ===============
Gross Accumulated Net
As of December 31, 2002 Carrying Amount Amortization Carrying Amount
--------------- ------------ ---------------
Definite-lived intangible assets:
Customer lists.................................. $ 17,771 $ (14,830) $ 2,941
Non-compete agreements.......................... 24,813 (23,169) 1,644
Other........................................... 3,080 (3,045) 35
--------------- ----------- ---------------
Total........................................... $ 45,664 $ (41,044) $ 4,620
=============== =========== ===============
Amortization expense was $396 for the first quarter ended March 23, 2003.
Estimated amortization expense for each of the next five years ending
December 31 is as follows:
Year Amount
---- ------
2003.......................................... $ 1,636
2004.......................................... 1,028
2005.......................................... 455
2006.......................................... 445
2007.......................................... 410
Indefinite-lived Intangibles
----------------------------
Broadcast licenses and network affiliation agreements 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.
Consequently, we expect the cash flows from both our broadcast licenses and
our network affiliation agreements to continue indefinitely. We performed
transitional impairment tests on our broadcast licenses and network
affiliation agreements at the level of separate identifiable assets and
recorded a transitional broadcast license impairment charge of $722 ($458
after tax) at our broadcasting business during the first quarter ended
March 24, 2002, which is reported as a component of the cumulative effect
of accounting change in the consolidated statements of earnings. No
impairment resulted from our 2002 annual impairment test.
There were no changes to the carrying amount of the major classes of
indefinite-lived intangible assets in the first quarter ended March 23,
2003.
6
Journal Communications, Inc.
Notes to Unaudited Consolidated Condensed Financial Statements
(in thousands)
5 GOODWILL AND OTHER INTANGIBLE ASSETS, continued
Goodwill
--------
In 2002, we performed transitional impairment tests on the goodwill of six
of our reporting units with goodwill. As a result, we recorded a
transitional goodwill impairment charge of $6,948 ($6,051 after tax) at our
direct marketing services business during the first quarter ended March 24,
2002, which is reported as a component of the cumulative effect of
accounting change in the consolidated statements of earnings. For goodwill
amortization that was nondeductible for income tax purposes, the
transitional goodwill impairment charge is also nondeductible. No
impairment resulted from our 2002 annual impairment test.
There were no changes in the carrying amount of goodwill in the first
quarter ended March 23, 2003.
6 NOTES PAYABLE TO BANKS
We have a $120,000 bank revolving credit agreement, expiring April 30,
2004, to support our cash requirements. Borrowings under this credit
agreement are at the Base Rate (derived from prime or Federal Fund rates)
or at the LIBOR based rate. As of March 23, 2003, we had borrowings of
$75,870 under the credit agreement, including $4,870 bearing interest at
the Base Rate of 4.25% and $71,000 bearing interest at the LIBOR based rate
of 2.21%.
7 DISCONTINUED OPERATIONS
In January 2002, we announced the closure of Fox Cities Newspapers, a
business in our publishing segment located in Appleton, Wisconsin. On April
29, 2002, we decided to liquidate IPC Communications Services, S.A., a
business in our printing services segment located in Roncq, France.
The following table summarizes the results of operations of Fox Cities
Newspapers and IPC Communication Services, S.A., during the first quarter
ended March 23, 2003 and March 24, 2002:
First Quarter Ended
--------------------------------------
March 23, 2003 March 24, 2002
---------------- ----------------
Revenue................................................. $ -- $ 1,610
Loss before income tax benefit of $2,667................ $ -- $ (1,072)
There were no assets or liabilities of Fox Cities Newspapers or IPC
Communication Services, S.A. included in the unaudited consolidated
condensed balance sheet at March 23, 2003 and the consolidated balance
sheet at December 31, 2002.
8 EXIT ACTIVITY
Effective January 1, 2003, we adopted Statement No. 146, "Accounting for
Costs Associated with Exit or Disposal Activities." Statement No. 146
addresses financial accounting and reporting for costs associated with exit
or disposal activities and nullifies the previous guidance on the subject.
It requires, among other things, that a liability for a cost associated
with an exit or disposal activity initiated after December 31, 2002 be
recognized, at fair value, when the liability is incurred rather than at
the commitment date to the exit or disposal plan.
In February 2003, we announced the closure of our CD-ROM mastering and
replication facility, a business in our printing services segment, in
Foothill Ranch, California. These functions will be performed by third
parties, eliminating the need for all 33 employees, and will allow us to
focus on our core printing services business. This action is expected to be
completed in May 2003. We expect to incur expenses of $517. These costs are
reported as selling and administrative expenses in the unaudited
consolidated condensed statement of earnings. The liability is reported as
accrued employee benefits in the unaudited consolidated condensed balance
sheets.
Expected Liability at Charges/ Payments/ Liability at
Costs January 1, 2003 Additions Reductions March 23, 2003
-------- --------------- --------- ---------- --------------
Employee severance and benefits.... $ 231 $ - $ 214 $ (132) $ 82
Facility costs..................... 261 - 78 (78) -
Other.............................. 25 - 25 (25) -
--------- -------------- ---------- ---------- --------------
Total.............................. $ 517 $ - $ 317 $ (235) $ 82
========= ============== ========== ========== ==============
7
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 quarterly period ended March 23, 2003, including the notes
thereto. Certain prior year amounts have been reclassified to reflect Fox Cities
Newspapers and IPC Communication Services, S. A. as discontinued operations in
our unaudited consolidated condensed financial statements and to conform with
the 2003 presentation. These reclassifications had no impact on reported 2002
net income.
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:
o changes in advertising demand;
o changes in newsprint prices and other costs of materials;
o 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);
o the availability of quality broadcast programming at competitive prices;
o changes in network affiliation agreements;
o quality and rating of network over-the-air broadcast programs available to
our customers;
o effects of the loss of commercial inventory resulting from uninterrupted
television news coverage and potential advertising cancellations due to war
or terrorist acts;
o effects of the rapidly changing nature of the publishing, broadcasting,
telecommunications, and printing industries, including general business
issues and the introduction of new technologies;
o effects of bankruptcies and government investigations on customers for our
telecommunications wholesale services;
o the ability of regional telecommunications companies to expand service
offerings to include intra-exchange services;
o changes in interest rates;
o the outcome of pending or future litigation;
o energy costs;
o the availability and effect of acquisitions, investments, and dispositions
on our results of operations or financial condition; and
o 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. We previously reported eight business segments, which included our
corporate operations and the operations of each one of our wholly-owned
subsidiaries. In order to better reflect our operations as a diversified media
company, and to reflect certain changes in the way our management receives
internal financial information, we determined it appropriate under Statement No.
131, "Disclosures About Segments of an Enterprise and Related Information," to
aggregate previously reported
8
segments and identify new segments by type of business rather than by names of
individual operating entities. As a result, we changed our reportable business
segments in 2002 to the following: (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. Our broadcasting segment consists of
36 radio stations and six television stations in 11 states. 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. 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.
Results of Operations
First Quarter Ended March 23, 2003 compared to First Quarter Ended
March 24, 2002
Consolidated
Our consolidated operating revenue in the first quarter of 2003 was $174.5
million, a decrease of $5.6 million, or 3.1%, compared to $180.1 million in the
first quarter of 2002. Our consolidated operating costs and expenses in the
first quarter of 2003 were $102.6 million, a decrease of $1.2 million, or 1.2%,
compared to $103.8 million in the first quarter of 2002. Our consolidated
selling and administrative expenses in the first quarter of 2003 were $52.6
million, a decrease of $3.2 million, or 5.5%, compared to $55.8 million in the
first quarter of 2002.
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 first quarter
of 2003 and 2002:
Percent of Percent of
Total Total
Operating Operating
2003 Revenue 2002 Revenue
------------ ---------- ----------- -----------
(in millions)
Operating revenue:
Publishing....................................... $ 68.3 39.1% $ 69.5 38.6%
Broadcasting..................................... 29.5 16.9 30.7 17.0
Telecommunications............................... 33.8 19.4 34.9 19.4
Printing services................................ 21.0 12.0 25.0 13.9
Other............................................ 21.9 12.6 20.0 11.1
------------ ----- ----------- -----
Total operating revenue..................... 174.5 100.0 180.1 100.0
Total operating costs and expenses............... 102.6 58.8 103.8 57.6
Selling and administrative expenses.............. 52.6 30.1 55.8 31.0
------------ ----- ----------- -----
Total operating costs and expenses and selling
and administrative expenses................... 155.2 88.9 159.6 88.6
------------ ----- ----------- -----
Total operating earnings......................... $ 19.3 11.1% $ 20.5 11.4%
============ ===== =========== =====
The decrease in total operating revenue was primarily due to Olympic, political
and issue advertising in our television broadcasting business in the first
quarter of 2002, a reduction in revenue from our largest customer in our
printing services business, service disconnections in our telecommunications
business and the decrease in circulation revenue and classified advertising in
our publishing businesses. These decreases were partially offset by increases in
our label printing business and our commercial telecommunications business.
The decrease in total operating costs and expenses was primarily due to the
closure of our CD-ROM mastering and replication operations of our printing
services business. The decrease in selling and administrative expenses was
primarily due to the decrease in administrative payroll and benefits expense
resulting from our cost control initiatives.
9
Our consolidated operating earnings in the first quarter of 2003 were $19.3
million, a decrease of $1.2 million, or 6.0%, compared to $20.5 million in the
first quarter of 2002. The following table presents our operating earnings by
segment for the first quarter of 2003 and 2002:
Percent of Percent of
Total Total
Operating Operating
2003 Earnings 2002 Earnings
------------ ---------- ----------- -----------
(in millions)
Publishing....................................... $ 3.6 18.7% $ 5.2 25.4 %
Broadcasting..................................... 3.4 17.6 4.7 22.9
Telecommunications............................... 9.2 47.7 10.3 50.2
Printing services................................ 1.1 5.7 0.8 3.9
Other............................................ 2.0 10.3 (0.5) (2.4)
------------ ----- ----------- -----
Total operating earnings......................... $ 19.3 100.0% $ 20.5 100.0%
============ ===== =========== =====
The decrease in total operating earnings was primarily due to the $5.6 million
decrease in operating revenue, the additional costs related to the daily
newspaper's new production facility and the decrease in the profit margin on
operating revenue on telecommunications services due to service disconnections
and price reductions that occurred during 2002, partially offset by decreases in
operating costs and expenses and selling and administrative expenses resulting
from our cost control initiatives.
Our consolidated EBITDA in the first quarter of 2003 was $30.1 million, a
decrease of $0.7 million, or 2.4%, compared to $30.8 million in the first
quarter of 2002. EBITDA is defined as operating earnings plus 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 to measure
our ability to service our debt. EBITDA is not a measure of performance
calculated in accordance with generally accepted accounting principles 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 operating earnings to
EBITDA by segment for the first quarter of 2003 and 2002:
2003 2002
------------------------------------------------ ------------------------------------------------
Depreciation Percent of Depreciation Percent of
Operating and Total Operating and Total
Earnings Amortization EBITDA EBITDA Earnings Amortization EBITDA EBITDA
-------- ------------ ------ ------ -------- ------------ ------ ------
(in millions)
Publishing.............. $ 3.6 $ 3.8 $ 7.4 24.6% $ 5.2 $ 3.0 $ 8.2 26.6%
Broadcasting............ 3.4 1.7 5.1 17.0 4.7 1.6 6.3 20.5
Telecommunications...... 9.2 3.9 13.1 43.5 10.3 3.9 14.2 46.1
Printing services....... 1.1 0.8 1.9 6.3 0.8 1.1 1.9 6.2
Other................... 2.0 0.6 2.6 8.6 (0.5) 0.7 0.2 0.6
---------- ---------- -------- ----- ---------- ---------- --------- -----
Total................... $ 19.3 $ 10.8 $ 30.1 100.0% $ 20.5 $ 10.3 $ 30.8 100.0%
========== ========== ======== ===== ========== ========== ========= =====
The decrease in total EBITDA was primarily due to decreases in operating
earnings in our publishing, broadcasting and telecommunications reportable
segments partially offset by an increase in operating earnings in our other
reportable segment.
Publishing
Operating revenue from publishing in the first quarter of 2003 was $68.3
million, a decrease of $1.2 million, or 1.7%, compared to $69.5 million in the
first quarter of 2002. Operating earnings from publishing were $3.6 million, a
decrease of $1.6 million, or 31.6%, compared to $5.2 million in the first
quarter of 2002. EBITDA from publishing in the first quarter of 2003 was $7.4
million, a decrease of $0.8 million, or 9.8%, compared to $8.2 million in the
first quarter of 2002 (see table above for a reconciliation of publishing
operating earnings to publishing EBITDA).
10
The following table presents our publishing operating revenue, operating
earnings and EBITDA by daily newspaper and community newspapers and shoppers for
the first quarter of 2003 and 2002:
2003 2002
----------------------------------------- -----------------------------------------
Community Community
Daily Newspapers Daily Newspapers
Newspaper & Shoppers Total Newspaper & Shoppers Total
--------- ---------- ----- --------- ---------- -----
(in millions)
Operating revenue.............. $ 47.9 $ 20.4 $ 68.3 $ 48.0 $ 21.5 $ 69.5
========== ========= ========== ========= ========== =========
Operating earnings (loss)...... $ 4.2 $ (0.6) $ 3.6 $ 5.6 $ (0.4) $ 5.2
========== ========= ========== ========= ========== =========
EBITDA......................... $ 7.0 $ 0.4 $ 7.4 $ 7.5 $ 0.7 $ 8.2
========== ========= ========== ========= ========== =========
The following table presents our publishing operating revenue by category for
the first quarter of 2003 and 2002:
2003 2002
----------------------------------------- -----------------------------------------
Community Community
Daily Newspapers Daily Newspapers
Newspaper & Shoppers Total Newspaper & Shoppers Total
--------- ---------- ----- --------- ---------- -----
(in millions)
Advertising revenue:
Retail.................... $ 16.4 $ 11.6 $ 28.0 $ 15.7 $ 11.9 $ 27.6
Classified................ 13.6 1.5 15.1 13.8 2.0 15.8
General................... 2.5 -- 2.5 2.4 -- 2.4
Other..................... 3.9 0.4 4.3 3.8 0.2 4.0
---------- ---------- ---------- --------- ---------- ---------
Total advertising revenue. 36.4 13.5 49.9 35.7 14.1 49.8
Circulation revenue............ 9.7 0.7 10.4 10.5 0.8 11.3
Other revenue.................. 1.8 6.2 8.0 1.8 6.6 8.4
---------- ---------- ---------- --------- ---------- ---------
Total operating revenue........ $ 47.9 $ 20.4 $ 68.3 $ 48.0 $ 21.5 $ 69.5
========== ========== ========== ========= ========== =========
Advertising revenue in the first quarter of 2003 accounted for 73.1% of total
publishing revenue compared to 71.7% in the first quarter of 2002. Retail
advertising revenue in the first quarter of 2003 was $28.0 million, an increase
of $0.4 million, or 1.4%, compared to $27.6 million in the first quarter of
2002. The increase is comprised of a $0.9 million increase in daily newspaper
retail preprints partially offset by a $0.3 million decrease in community
newspaper retail advertising and a $0.2 million decrease in daily newspaper
retail ROP (run-of-press) advertisements. The shift toward retail preprints of
certain major local advertisers has continued in 2003.
Classified advertising revenue in the first quarter of 2003 was $15.1 million, a
decrease of $0.7 million, or 4.4%, compared to $15.8 million in the first
quarter of 2002. At the daily newspaper, decreases in employment advertising of
$0.4 million and automotive advertising of $0.4 million were partially offset by
increases in general advertising of $0.5 million and real estate advertising of
$0.1 million. The decrease in employment advertising, which accounted for almost
40.1% of total classified advertising in the first quarter of 2003, represented
a 7.3% decrease from the first quarter of 2002. We believe the decrease in
employment and automotive advertising resulted primarily from continuing
economic weakness and uncertainty.
General advertising revenue in the first quarter of 2003 was $2.5 million, an
increase of $0.1 million, or 4.2%, compared to $2.4 million in the first quarter
of 2002. The increase was primarily attributable to an increase in general ROP
advertising mainly from our telecommunications customers.
The following table presents the advertising linage of our daily newspaper by
category for the first quarter of 2003 and 2002:
2003 2002 Change
-------- -------- --------
(inches in thousands)
Advertising linage (in inches):
Retail.......................................... 148.2 155.5 - 4.7%
Classified...................................... 186.7 196.4 - 4.9%
General......................................... 11.2 10.7 + 4.7%
----- -----
Total advertising linage (in inches)................. 346.1 362.6 - 4.6%
===== =====
Preprint pieces (in millions)........................ 190.2 182.7 + 4.1%
===== =====
Total advertising linage in the first quarter of 2003 decreased 4.6% compared to
the first quarter of 2002. The decrease was largely due to a 4.9% decrease in
classified advertising and a 4.7% decrease in retail advertising partially
offset by a 4.7% increase in general advertising. The decrease in classified
advertising lineage is consistent with the decrease in the classified
advertising revenue. Retail advertising linage decreased while preprint
advertising pieces rose 4.1% primarily as a result of the shift to preprint
advertising from certain major local retail customers.
11
The following table presents the full pages of advertising and revenue per page
of our community newspapers and shoppers for the first quarter of 2003 and 2002:
2003 2002 Change
------------ ------------- --------
Full pages of advertising:
Community newspapers............................ 19,174 19,834 - 3.3%
Shoppers........................................ 20,406 22,752 - 10.3%
------------ -------------
Total full pages of advertising...................... 39,580 42,586 - 7.1%
============ =============
Revenue per page..................................... $ 311.51 $ 304.87 + 2.2%
============ =============
Total pages of full page advertising in the first quarter of 2003 decreased 7.1%
compared to the first quarter of 2002. The decrease was largely due to a 10.3%
decrease in advertising in shoppers and a 3.3% decrease in advertising in
community newspapers. Revenue per page increased 2.2% due to rate increases.
Other advertising revenue, consisting of revenue from direct marketing efforts,
JSOnline, niche publications and event marketing, in the first quarter of 2003
was $4.3 million, an increase of $0.3 million, or 7.5%, compared to $4.0 million
in the first quarter of 2002. The increase was largely due to increased online
classified advertising and event marketing.
Circulation revenue in the first quarter of 2003 accounted for 15.2% of total
publishing revenue compared to 16.3% in the first quarter of 2002. Circulation
revenue in the first quarter of 2003 was $10.4 million, a decrease of $0.9
million, or 8.0%, compared to $11.3 million in the first quarter of 2002. The
decrease in circulation revenue is mainly attributed to an increase in
circulation reduced rate offerings at the daily newspaper. Average net paid
circulation for the Milwaukee Journal Sentinel's weekday edition increased 5.3%
in the first quarter of 2003 compared to the first quarter of 2002. Average net
paid circulation for Milwaukee Journal Sentinel's Sunday edition increased 0.8%
in the first quarter of 2003 compared to the first quarter of 2002. On June 30,
2002, in an effort to increase readership in certain areas of Milwaukee County,
we began offering greater discounts on home delivery and single copy sales.
Circulation in those areas has increased since offering the discounts. Average
paid circulation for our community newspapers decreased 0.8% in the first
quarter of 2003 compared to the first quarter of 2002.
Other revenue, which consists primarily of revenue from commercial printing
opportunities at the print plants for our community newspapers and shoppers, in
the first quarter of 2003 accounted for 11.7% of total publishing revenue
compared to 12.1% in the first quarter of 2002. Other revenue in the first
quarter of 2003 was $8.0 million, a decrease of $0.4 million, or 4.8%, compared
to $8.4 million in the first quarter of 2002. The decrease was primarily
attributed to reduced press runs and page counts from existing commercial
printing customers.
Publishing operating earnings in the first quarter of 2003 were $3.6 million, a
decrease of $1.6 million, or 31.6%, compared to $5.2 million in the first
quarter of 2002. Contributing to the decrease was $3.9 million in additional net
costs related to the daily newspaper's new production facility in the first
quarter of 2003 compared to $1.7 million in the first quarter of 2002.
As of March 30, 2003, all production and distribution of the daily newspaper
have been transitioned to the new production facility. Although the facility is
operational, many final adjustments to the equipment have not yet been made and
our operators are still learning how to effectively utilize the features of the
new equipment. We expect that our new presses will provide improved print
reproduction quality and increased productivity, as well as additional
opportunities to pursue commercial printing revenue from third parties. We do
not expect to achieve full benefit from the operating efficiencies of the new
production facility before at least the end of the year.
The threatened outbreak of hostilities in Iraq in March 2003 and the war itself
have resulted in certain daily newspaper advertising customers reducing their
advertising spending in our daily newspaper. We have also incurred additional
news gathering costs.
Broadcasting
Operating revenue from broadcasting in the first quarter of 2003 was $29.5
million, a decrease of $1.2 million, or 4.0%, compared to $30.7 million in the
first quarter of 2002. Operating earnings from broadcasting in the first quarter
of 2003 were $3.4 million, a decrease of $1.3 million, or 27.6%, compared to
$4.7 million in the first quarter of 2002. EBITDA from broadcasting in the first
quarter of 2003 was $5.1 million, a decrease of $1.2 million, or 19.0%, compared
to $6.3 million in the first quarter of 2002 (see page 10 for a reconciliation
of broadcasting operating earnings to broadcasting EBITDA).
12
The following table presents our broadcasting operating revenue, operating
earnings and EBITDA by radio stations and television stations for the first
quarter of 2003 and 2002:
2003 2002
----------------------------------------- -----------------------------------------
Radio Television Total Radio Television Total
----- ---------- ----- ----- ---------- -----
(in millions)
Operating revenue.............. $ 14.4 $ 15.1 $ 29.5 $ 14.9 $ 15.8 $ 30.7
========== ======== ========= ========= ======== ========
Operating earnings............. $ 1.7 $ 1.7 $ 3.4 $ 1.6 $ 3.1 $ 4.7
========== ======== ========= ========= ======== ========
EBITDA......................... $ 2.5 $ 2.6 $ 5.1 $ 2.4 $ 3.9 $ 6.3
========== ======== ========= ========= ======== ========
Operating revenue from our radio stations in the first quarter of 2003 was $14.4
million, a decrease of $0.5 million, or 3.4%, compared to $14.9 million in the
first quarter of 2002. The decrease was primarily attributed to a $0.5 million
decrease in local advertising revenue and a $0.3 million decrease from other
advertising revenue, offset by a $0.3 million increase in national advertising
revenue across most markets.
Operating earnings from our radio stations in the first quarter of 2003 were
$1.7 million, an increase of $0.1 million, or 6.3%, compared to $1.6 million in
the first quarter of 2002. The increase was primarily attributed to a decrease
in operating costs and expenses resulting from cost control initiatives at all
of our radio stations.
Operating revenue from our television stations in the first quarter of 2003 was
$15.1 million, a decrease of $0.7 million, or 4.4%, compared to $15.8 million in
the first quarter of 2002. The decrease was primarily attributed to a $2.7
million decrease in Olympic, political and issue advertising revenue partially
offset by a $1.5 million increase in local advertising revenue and a $0.5
million increase in national advertising revenue.
Operating earnings from our television stations in the first quarter of 2003
were $1.7 million, a decrease of $1.4 million, or 45.2%, compared to $3.1
million in the first quarter of 2002. The decrease was primarily attributed to
the $0.7 million decrease in revenue and increases in depreciation, syndicated
programming costs, selling and technology expenses at certain television
stations.
The threatened outbreak of hostilities in Iraq in March 2003 and the war itself
had a $0.3 million negative impact on our broadcasting revenue due to reduced
spending levels by some advertisers. There was hesitancy on the part of some
advertisers to place schedules during the period of time leading up to the war,
cancellations by some advertisers for the duration of war coverage and
elimination of advertising inventory available from our television networks, our
local news products and syndicated and local programming during their coverage
of the war.
Telecommunications
Operating revenue from telecommunications in the first quarter of 2003 was $33.8
million, a decrease of $1.1 million, or 3.3%, compared to $34.9 million in the
first quarter of 2002. Operating earnings from telecommunications in the first
quarter of 2003 were $9.2 million, a decrease of $1.1 million, or 10.7%,
compared to $10.3 million in the first quarter of 2002. EBITDA from
telecommunications in the first quarter of 2003 was $13.1 million, a decrease of
$1.1 million, or 7.7%, compared to $14.2 million in the first quarter of 2002
(see page 10 for a reconciliation of telecommunications operating earnings to
telecommunications EBITDA).
Wholesale telecommunication services provide network transmission solutions for
other service providers by offering bulk transmission capacity. Operating
revenue from wholesale services in the first quarter of 2003 was $21.4 million,
a decrease of $1.9 million, or 8.2%, compared to $23.3 million in the first
quarter of 2002. The decrease was primarily attributed to service
disconnections. Monthly recurring revenue from wholesale services at the end of
the first quarter of 2003 was $7.4 million compared to $7.5 million at the
beginning of 2003 and $8.0 million at the end of the first quarter of 2002.
During the first quarter of 2003, new customers and new circuit connections of
$0.1 million in monthly recurring revenue were more than offset by service
disconnections, price reductions and lost customers.
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 first quarter of 2003 was $12.4 million,
an increase of $0.8 million, or 6.9%, compared to $11.6 million in the first
quarter of 2002. The increase was attributed to an increase in long distance
services and the addition of new customers and service offerings. Monthly
recurring revenue from commercial advanced data services at the end of the first
quarter of 2003 of $3.1 million compared to $3.0 million at the beginning of
2003 and at the end of the first quarter of 2002. During the first quarter of
2003, new customers and new circuit connections of $0.2 million in monthly
recurring revenue were offset by service disconnections, price reductions and
lost customers.
The decrease in operating earnings from telecommunications was primarily
attributed to the decrease in profit margins on services provided due to service
disconnections and price reductions that occurred during 2002. We expect
continued service disconnections and price reductions in our wholesale
telecommunications business will cause an increasing downward trend that could
result in a significant decrease in our telecommunications operating earnings
during 2003.
13
WorldCom and Global Crossing together accounted for 27.7% and 29.9% of our
telecommunications revenue in the first quarter of 2003 and 2002, respectively.
Global Crossing filed for Chapter 11 bankruptcy protection in January 2002 and
WorldCom filed for Chapter 11 bankruptcy protection in July 2002. We had a
pre-petition receivable, net of applicable "set-off" accounts payable, from
WorldCom, which was sold to a third party in April 2003. The loss of the ongoing
business from either of these two customers would have a significant adverse
effect on our results of operations. A renewal service contract with Global
Crossing is being negotiated, though Global Crossing retains the right to accept
or reject our current contract under federal bankruptcy law. WorldCom also has a
right to accept or reject our current contract under federal bankruptcy law. If
either contract is rejected, we would have an unsecured claim for the balance
due on the contracts in the bankruptcy proceeding.
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. We continue to provide services to WorldCom and Global Crossing and
receive timely payment for those services.
Printing Services
Operating revenue from printing services in the first quarter of 2003 was $21.0
million, a decrease of $4.0 million, or 16.0%, compared to $25.0 million in the
first quarter of 2002. Operating earnings from printing services in the first
quarter of 2003 were $1.1 million, an increase of $0.3 million, or 49.6%,
compared to $0.8 million in the first quarter of 2002. EBITDA from printing
services in the first quarter of 2003 was $1.9 million, which was unchanged
compared to the first quarter of 2002 (see page 10 for a reconciliation of
printing services operating earnings to printing services EBITDA).
The decrease in printing services operating revenue was primarily attributed to
the reduction in revenue from our largest customer due to a change in their
business, the closure of our Ireland operations in early 2002 and the
elimination of our assembly and fulfillment operations in the fall of 2002 from
our CD-ROM mastering and replications operation. Our entire CD-ROM operation was
closed in February 2003.
The increase in printing services operating earnings was primarily attributed to
a reduction in operational costs and an increase in the sale of products with
higher margins. These increases were partially offset by the decrease in revenue
and $0.3 million in closure costs related to the CD-ROM mastering and
replications operations.
A large computer hardware OEM (original equipment manufacturer) accounted for
28.4% and 34.4% of our printing services revenue in the first quarter of 2003
and 2002, respectively. The loss of this business could have a material adverse
effect on our results of operations.
Other
Other operating revenue in the first quarter of 2003 was $21.9 million, an
increase of $1.9 million, or 9.9%, compared to $20.0 million in the first
quarter of 2002. Other operating earnings in the first quarter of 2003 were $2.0
million, an increase of $2.5 million compared to losses of $0.5 million in the
first quarter of 2002. Other EBITDA in the first quarter of 2003 was $2.6
million, an increase of $2.4 million, compared to $0.2 million in the first
quarter of 2002 (see page 10 for a reconciliation of other operating earnings to
other EBITDA).
The following table presents our other operating revenue, operating earnings and
EBITDA by business for the first quarter of 2003 and 2002:
2003 2002
------------------------------------------------ ----------------------------------------------
Direct Corporate Direct Corporate
Label Marketing and Label Marketing and
Printing Services Eliminations Total Printing Services Eliminations Total
-------- -------- ------------ ----- -------- -------- ------------ -----
(in millions)
Operating revenue............ $ 13.7 $ 8.9 $ (0.7) $ 21.9 $ 12.1 $ 8.7 $ (0.8) $20.0
======== ======== =========== ======= ======= ======== ========== ======
Operating earnings (loss).... $ 0.3 $ 0.4 $ 1.3 $ 2.0 $ (0.2) $ (1.0) $ 0.7 $(0.5)
======== ======== =========== ======= ======= ======== ========== ======
EBITDA....................... $ 0.7 $ 0.6 $ 1.3 $ 2.6 $ 0.3 $ (0.9) $ 0.8 $ 0.2
======== ======== =========== ======= ======= ======== ========== ======
The increase in other operating revenue was primarily attributed to an increase
in the gravure label printing operation in new products for our consumer goods
and beverage customers and in print and mail services and database marketing
services in our direct marketing services business. Included in operating
revenue from our direct marketing services is $4.6 million and $4.8 million of
postage amounts billed to customers in the first quarter of 2003 and 2002,
respectively.
The increase in other operating earnings was primarily attributed to the $1.3
million loss on impairment of a customer list recorded in the first quarter of
2002 at our direct marketing services business, the increase in operating
revenue from our label printing and direct marketing services businesses and the
decrease in operating costs and expenses resulting from our cost control
initiatives.
14
SAB/Miller Brewing Company accounted for 43.6% and 54.7% of our label printing
business' revenue in the first quarter of 2003 and 2002, respectively. In 2003,
our label printing business was in the third year of a five-year contract with
SAB/Miller Brewing Company. The loss of SAB/Miller Brewing Company could have a
material adverse effect on our results of operations.
Non Operating Income and Taxes from Continuing Operations
Interest income and dividends in the first quarter of 2003 were $0.1 million, a
decrease of $0.5 million, or 87.8%, compared to $0.6 million in the first
quarter of 2002. The decrease was primarily attributed to the decrease in cash
and cash equivalents and interest income received in the first quarter of 2002
from refunds of state income taxes. Interest expense in the first quarter of
2003 was $0.5 million compared to $0.1 million in the first quarter of 2002.
Gross interest expense from borrowings under our credit agreement in the first
quarter of 2003 was $0.5 million compared to $0.3 million in the first quarter
of 2002. Interest expense capitalized as part of our construction of the
Milwaukee Journal Sentinel production facility in the first quarter of 2003 was
$0.1 million compared to $0.2 million in the first quarter of 2002.
The effective tax rate on continuing operations was 40.0% in the first quarter
of 2003 compared to 41.4% in the first quarter of 2002. The difference between
the statutory federal tax rate and the effective tax rate in the first quarter
of 2002 was primarily the result of non deductible expenses related to
litigation that was settled in 2002.
Discontinued Operations
In January 2002, we announced the closure of Fox Cities Newspapers, located in
Appleton, Wisconsin, which published six community newspapers. These community
newspapers were part of the publishing reportable segment.
On April 29, 2002, the board of directors of our French printing services
subsidiary, approved a resolution to proceed through a liquidation process. The
remaining operations of IPC Communication Services, S.A., were turned over to a
liquidator on December 31, 2002.
The operations of Fox Cities Newspapers and IPC Communication Services, S.A.
have been reflected as discontinued operations in our consolidated financial
statements and, accordingly, the first quarter of 2002 has been restated to
reflect this treatment.
Net revenue from discontinued operations in the first quarter of 2002 was $1.6
million. Net assets of discontinued operations at March 23, 2003 and December
31, 2002 were zero. Income from discontinued operations in the first quarter of
2002 was $1.6 million. Applicable income tax benefits were $2.7 million in the
first quarter of 2002.
Cumulative Effect of Accounting Change
Effective January 1, 2002, we adopted Statement No. 142, "Goodwill and Other
Intangible Assets." Under Statement No. 142, goodwill and intangible assets
deemed to have indefinite lives, including broadcast licenses and network
affiliation agreements, are no longer amortized but are reviewed for impairment
and written down and charged to results of operations when their carrying
amounts exceed their estimated fair values. We performed transitional impairment
tests on our goodwill and indefinite-lived intangible assets. The resulting
impairment charges of $7,670 ($6,509 after tax) were recorded during the first
quarter ended March 24, 2002 and are reported as the cumulative effect of
accounting change in our consolidated statements of earnings.
Liquidity and Capital Resources
Our principal liquidity and capital requirements have been to pay dividends that
have supported employee ownership and to meet our working capital and capital
expenditure needs. Since 2000, we have also required liquidity to purchase units
in the Journal Employees' Stock Trust Agreement (JESTA) from employees and
former employees. Historically, we have relied on cash flow from operations and,
in 2002, supplemented these cash flows with borrowings under our credit
facility, to satisfy our liquidity and capital requirements. We believe that
current cash balances, which were $6.6 million at March 23, 2003, expected cash
flows from operations and borrowings under our credit facility will be adequate
for the foreseeable future to provide our working capital, debt service, capital
expenditures and cash dividends.
Cash Flow
Cash provided by operating activities was $37.6 million in the first quarter of
2003 compared to $24.6 million in the first quarter of 2002. The increase is
primarily attributed to recording a $8.2 million amount due for equipment for
the daily newspaper's new production facility.
Cash used for investing activities was $16.8 million in the first quarter of
2003 compared to $16.3 million in the first quarter of 2002. Capital
expenditures for property and equipment were $16.8 million in the first quarter
of 2003 and $16.3 million in the first quarter of 2002. We continued to invest
in the equipment and the building for our daily newspaper production facility
and upgrades to our telecommunications fiber optic network.
15
Cash used for financing activities was $22.7 million in the first quarter of
2003 compared to $9.0 million in the first quarter of 2002. We decreased our
borrowing under our credit agreement by $14.9 million in the first quarter of
2003 compared to the increase in borrowing of $65.0 million in the first quarter
of 2002. The increased borrowing in 2002 was primarily used to purchase units of
beneficial interest from employees and former employees. In the first quarter of
2003, there were no sales or purchases of units compared to purchases of units
of $79.9 million and sales of units of $14.0 million in the first quarter of
2002. We paid cash dividends of $7.8 million and $7.9 million in the first
quarter of 2003 and 2002, respectively.
Cash used for discontinued operations was $0.4 million in the first quarter of
2002.
We have a $120.0 million bank revolving credit agreement, expiring April 30,
2004, to support our cash requirements. As of March 23, 2003, we had borrowings
of $75.9 million under this credit agreement, including $4.9 million bearing
interest at the base rate of 4.25% and $71.0 million bearing interest at the
LIBOR based rate of 2.21%, and immediately available credit of $44.1 million.
Stock Trust
As of March 23, 2003, our treasury, our employees, and former employees owned
units representing beneficial ownership of 90% of our stock. As of March 23,
2003, we believe that employees and former employees had outstanding balances
under demand notes secured by pledges of units from various financial
institutions totaling approximately $432.4 million.
Eligible optionees under the stock trust, including certain categories of
designated employees, the Grant family shareholders and us, have the right to
purchase units offered for sale. We are not obligated to purchase units, though
in recent years prior to the suspension of trading on October 25, 2002, we have
elected to do so for the convenience of stock trust unitholders. On October 25,
2002, our board of directors determined to indefinitely suspend our purchase and
sale of units and also directed us to explore potential sources for additional
permanent capital. We cannot assure you that we will be able to obtain
additional permanent capital, or if we do, what the terms or structure will be
or the extent to which new capital will be used to purchase units offered for
sale.
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,
2002.
New Accounting Standards
In June 2002, Statement No. 146, "Accounting for Costs Associated with Exit or
Disposal Activities," was issued. Statement No. 146 addresses financial
accounting and reporting for costs associated with exit or disposal activities
and nullifies the previous guidance on the subject. It requires, among other
things, that a liability for a cost associated with an exit or disposal activity
be recognized, at fair value, when the liability is incurred rather than at the
commitment date to the exit or disposal plan. The provisions for Statement No.
146 are effective for exit or disposal activities that are initiated after
December 31, 2002. Accordingly, Statement No. 146 may affect when future costs
associated with exit or disposal activities are recognized.
In February 2003, we announced the closure of our CD-ROM mastering and
replication facility, a part of our printing services business. We expect to
incur expenses in total of $0.5 million in connection with this action. In the
first quarter of 2003, $0.3 million in closure costs was recorded.
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, 2002.
16
ITEM 4. CONTROLS AND PROCEDURES
We carried out an evaluation, within 90 days prior to the filing date of this
report, under the supervision and with the participation of our Disclosure
Committee, including our Chief Executive Officer and the 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). 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 the Chief Executive
Officer and Chief Financial Officer to allow timely decisions regarding required
disclosure.
There have been no significant changes in our internal controls or in other
factors that could significantly affect these controls subsequent to the date of
their evaluation.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
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
Exhibit No. Description
---------- -----------
10.1 First Amendment to Credit Agreement, dated May 2, 2003,
among the Company and certain of its subsidiaries parties
thereto, several lenders parties thereto and U.S. Bank
National Association, as lead arranger and administrative
agent.
99.1 Certification of Steven J. Smith, Chairman and Chief
Executive 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.
99.2 Certification of 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
(b) Reports on Form 8-K
Filing Date Items Reported Financial Statements Reported
------ ---- -------------- -----------------------------
8-K February 7, 2003 Item 9 Regulation FD Disclosure None
8-K March 5, 2003 Item 9 Regulation FD Disclosure None
8-K March 6, 2003 Item 9 Regulation FD Disclosure None
17
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 6, 2003 /s/ Steven J. Smith
----------------------------------------
Steven J. Smith, Chairman and Chief
Executive Officer
Date May 6, 2003 /s/ Paul M. Bonaiuto
----------------------------------------
Paul M. Bonaiuto, Executive Vice
President and Chief Financial Officer
18
CERTIFICATIONS
- --------------
I, Steven J. Smith, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Journal
Communications, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date May 6, 2003 /s/ Steven J. Smith
---------------------- ------------------------------
Steven J. Smith
Chairman and
Chief Executive Officer
19
I, Paul M. Bonaiuto, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Journal
Communications, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date May 6, 2003 /s/ Paul M. Bonaiuto
---------------------- ------------------------------
Paul M. Bonaiuto
Executive Vice President and
Chief Financial Officer
20