JOURNAL COMMUNICATIONS INC
10-Q, 2000-05-10
NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING
Previous: JAPAN FUND INC, 497, 2000-05-10
Next: K TEL INTERNATIONAL INC, 8-K, 2000-05-10




                                    FORM 10-Q
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                   Quarterly Report Under Section 13 or 15(d)
                     of the Securities Exchange Act of 1934



For Quarter Ending March 26, 2000                  Commission file number 0-7831
                   --------------                                         ------
   (3 Accounting Periods)


                          JOURNAL COMMUNICATIONS, INC.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


         WISCONSIN                                       39-0382060
- --------------------------------------------------------------------------------
(State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization)                       Identification No.)


P.O. Box 661,     333 W. State St.,                Milwaukee, Wisconsin 53203
- --------------------------------------------------------------------------------
(Address of principal executive offices)                (Zip Code)


                                  414-224-2728
- --------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)



- --------------------------------------------------------------------------------
(Former  name,  former  address and former  fiscal year,  if changed  since last
report)


          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 ___

Number of shares of Common Stock Outstanding - March 26, 2000
26,836,496
- ----------
<PAGE>

                               FORM 10-Q
                     JOURNAL COMMUNICATIONS, INC.


Quarter Ended March 26, 2000                       Commission file number 0-7831
              --------------                                              ------

                                 INDEX

                                                                        Page No.
                                                                        --------

Part I.       Financial Information

              Item 1.  Financial Statements (Unaudited)

                   Consolidated Condensed Balance Sheets
                   March 26, 2000 and December 31, 1999                      2

                   Consolidated Condensed Statements of Income
                   Three Periods Ended March 26, 2000 and
                   March 28, 1999                                            3

                   Consolidated Condensed Statements of Cash Flows
                   Three Periods Ended March 26, 2000 and
                   March 28, 1999                                            4

                   Notes to Consolidated Condensed
                   Financial Statements-March 26, 2000                       5

              Item 2.  Management's Discussion and Analysis of
                       Financial Condition and Results of Operations         7

              Item 3.  Quantitative and Qualitative Disclosure of
                       Market Risk                                          11


 Part II.     Other Information

              Items 1-6.                                                    11

                                       1
<PAGE>

                                    FORM 10-Q
                          JOURNAL COMMUNICATIONS, INC.

For Quarter Ended March 26, 2000                   Commission file number 0-7831
                  --------------                                          ------
   (3 Accounting Periods)

                Part 1, Item 1. Financial Statements (Unaudited)
                      Consolidated Condensed Balance Sheets
                      March 26, 2000 and December 31, 1999
                             (Dollars in thousands)

ASSETS                                                  03/26/2000   12/31/1999
- ------                                                  ----------   ----------
                                                        (Unaudited)
Current assets:
     Cash and cash equivalents                           $ 10,249      $ 10,108
     Receivables, less allowance for doubtful
       accounts of $5,021 and $4,302                       97,494       104,434
     Inventories                                           19,235        19,875
     Prepaid expenses                                       6,210         8,756
     Deferred income taxes                                  5,781         5,781
                                                         --------      --------

         Total current assets                             138,969       148,954

Property and equipment, at cost, less accumulated
     depreciation of $293,057 and $285,797                221,236       216,698
Goodwill , net                                            113,834       114,429
Broadcast licenses, net                                   122,353       123,348
Other intangibles assets, net                              20,352        21,569
Other assets                                               13,862        14,072
                                                         --------      --------

         Total assets                                    $630,606      $639,070
                                                         ========      ========

LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------

Current liabilities:
     Line of Credit                                      $ 16,750      $ 12,115
     Accounts payable                                      41,420        52,092
     Taxes on income                                        5,734        (1,324)
     Accrued compensation                                  20,535        24,258
     Deferred revenue                                      17,606        19,807
     Accrued employee benefits                             28,674        27,693
     Other current liabilities                             13,528        10,472
     Current portion of long-term obligations               2,612         2,866
                                                         --------      --------

         Total current liabilities                        146,859       147,979

 Long-term obligations                                      5,089         4,991
 Deferred income taxes                                     20,403        20,403
 Stockholders' equity:
      Common stock - authorized and issued
      28,800,000 shares ($0.125 par value)                  3,600         3,600
      Retained earnings                                   510,909       504,115
      Treasury stock, at cost                             (56,254)      (42,018)
                                                         --------      --------

         Total stockholders' equity                       458,255       465,697
                                                         --------      --------

         Total liabilities and stockholders' equity      $630,606      $639,070
                                                         ========      ========

Note:  The balance  sheet at December 31, 1999 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  for complete
financial statements.

     See accompanying notes to consolidated condensed financial statements.

                                       2
<PAGE>

                                    FORM 10-Q
                          JOURNAL COMMUNICATIONS, INC.


For Quarter Ended March 26, 2000                   Commission file number 0-7831
                  --------------                                          ------
   (3 Accounting Periods)

                   Consolidated Condensed Statements of Income
            (Dollars in thousands except share and per share amounts)

                                                         Three Periods Ended
                                                         -------------------
                                                      03/26/2000     03/28/1999
                                                     -----------    -----------
                                                     (Unaudited)    (Unaudited)

Revenue                                              $   179,914    $   165,557
                                                     -----------    -----------
Costs and expenses:
         Cost of sales                                    95,167         88,945
         Selling/administrative expenses                  61,584         53,058
                                                     -----------    -----------
              Total costs and expenses                   156,751        142,003
                                                     -----------    -----------

Operating earnings                                        23,163         23,554

     Net interest and dividends                              145          1,856
     Net gain (loss) on sale of assets                      (387)            45
                                                     -----------    -----------

Earnings before income taxes                              22,921         25,455

Provision for income taxes                                 9,084         10,451
                                                     -----------    -----------

Net earnings                                         $    13,837    $    15,004
                                                     ===========    ===========

Weighted average number of common
         shares outstanding                           27,323,839     27,578,515
                                                     ===========    ===========

Earnings per share                                   $      0.51    $      0.54
                                                     ===========    ===========

Cash dividend per share                              $      0.30    $      0.28
                                                     ===========    ===========


     See accompanying notes to consolidated condensed financial statements.

                                       3
<PAGE>
                                    FORM 10-Q
                          JOURNAL COMMUNICATIONS, INC.


For Quarter Ended March 26, 2000                   Commission file number 0-7831
                  ---------------                                         ------
     (3 Accounting Periods)

                 Consolidated Condensed Statements of Cash Flows
                             (Dollars in thousands)

                                                         Three Periods Ended
                                                         -------------------
                                                      03/26/2000     03/28/1999
                                                       ---------      ---------
                                                      (Unaudited)   (Unaudited)

Cash flow from operating activities:
  Net earnings                                         $  13,837      $  15,004
  Adjustments to reconcile net earnings to net cash
    provided by operating activities
    Depreciation and amortization                         11,504          9,394
    Net (gain) loss from sales of assets                     387            (45)
    Net changes in current assets and
     current liabilities
       Receivables                                         6,820          5,071
       Inventories                                           573             79
       Accounts payable                                  (10,560)           354
       Other current assets and liabilities                7,638          3,518
                                                       ---------      ---------

    Net cash provided by operating activities             30,199         33,375
                                                       ---------      ---------
Cash flow from investing activities:
    Proceeds from sales of assets                            252              1
    Property and equipment expenditures                  (13,738)        (7,872)
    Acquisition of businesses                                (26)          (188)
    Other                                                    109             89
                                                       ---------      ---------

    Net cash used for investing activities               (13,403)        (7,970)
                                                       ---------      ---------
Cash flow from financing activities:
    Net increase in line of credit                         4,635              0
    Net decrease in long-term obligations                   (180)          (342)
    Net purchases of treasury stock                      (12,992)       (14,804)
    Cash dividends                                        (8,118)        (7,728)
                                                       ---------      ---------

    Net cash used for financing activities               (16,655)       (22,874)
                                                       ---------      ---------

Net increase in cash and cash equivalents                    141          2,531

Cash and cash equivalents
    Beginning of year                                     10,108        131,051
                                                       ---------      ---------
    March 26, 2000 and March 28, 1999                  $  10,249      $ 133,582
                                                       =========      =========

     See accompanying notes to consolidated condensed financial statements.

                                       4
<PAGE>

                                    FORM 10-Q
                          JOURNAL COMMUNICATIONS, INC.


For Quarter Ended March 26, 2000                   Commission file number 0-7831
                  --------------                                          ------
   (3 Accounting Periods)

              Notes to Consolidated Condensed Financial Statements
              ----------------------------------------------------
                                 March 26, 2000
                                 --------------
                        (Unaudited, Dollars in thousands)

1.   Basis of Presentation
     ---------------------
     The accompanying unaudited consolidated condensed financial statements have
     been prepared in accordance with accounting  principles  generally accepted
     in the  United  States  for  interim  financial  information  and  with the
     instructions  to Form 10-Q and Article 10 of Regulation  S-X.  Accordingly,
     they do not  include  all of the  information  and  footnotes  required  by
     accounting  principles generally accepted in the United States for complete
     financial  statements.  In  the  opinion  of  management,  all  adjustments
     (consisting of normal recurring accruals)  considered  necessary for a fair
     presentation have been included.

     Certain  prior year amounts have been  reclassified  to conform to the 2000
     presentation.

     Operating  results  for the three  periods  ended  March  26,  2000 are not
     necessarily  indicative  of the results  that may be expected  for the year
     ended December 31, 2000. For further information, refer to the consolidated
     financial   statements  and  footnotes  thereto  included  in  the  Journal
     Communications, Inc. annual report on Form 10-K for the year ended December
     31, 1999.

2.   Accounting Periods
     ------------------
     The Registrant 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.  Registrant  follows a practice of  publishing  its  financial
     statement 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
                                                   -------------------
                                             03/26/2000        03/28/1999
                                             ----------        ----------
                                             (Unaudited)       (Unaudited)
     Revenues by operating segment
     -----------------------------
     Journal Sentinel Inc.                    $  56,487         $  57,677
     Journal Broadcast Group                     29,819            23,346
     Norlight Telecommunications                 26,833            23,174
     IPC Communication Services                  26,297            22,421
     Add Inc.                                    24,101            24,309
     NorthStar Print Group                       13,456            12,200
     PrimeNet Marketing Services                  3,592             3,173
     Corporate and eliminations                    (671)             (743)
                                              ---------         ---------
                                              $ 179,914         $ 165,557
                                              =========         =========

                                       5
<PAGE>
                                    FORM 10-Q
                          JOURNAL COMMUNICATIONS, INC.

For Quarter Ended March 26, 2000                   Commission file number 0-7831
                  ---------------                                         ------
    (3 Accounting Periods)

              Notes to Consolidated Condensed Financial Statements
              ----------------------------------------------------
                                 March 26, 2000
                                 --------------
                        (Unaudited, Dollars in thousands)

                                                   Three Periods Ended
                                                   -------------------
                                             03/26/2000        03/28/1999
                                             ----------        ----------
                                             (Unaudited)       (Unaudited)

Earnings (losses) before income taxes by operating segment
- ----------------------------------------------------------

Journal Sentinel Inc.                         $  10,557         $  10,774
Journal Broadcast Group                           2,862             4,986
Norlight Telecommunications                       8,256             7,760
IPC Communication Services                        1,662               235
Add Inc.                                         (1,214)               68
NorthStar Print Group                               (55)             (337)
PrimeNet Marketing Services                         281               110
Corporate and eliminations                          427                 3

Net interest and dividends                          145             1,856
                                              ---------         ---------
                                              $  22,921         $  25,455
                                              =========         =========


                                             03/26/2000        12/31/1999
                                              ---------         ---------
                                             (Unaudited)        (Audited)
Total assets by operating segment
- ---------------------------------

Journal Sentinel Inc.                         $  70,285         $  68,492
Journal Broadcast Group                         271,020           277,834
Norlight Telecommunications                      93,117            91,861
IPC Communication Services                       53,881            56,438
Add Inc.                                         72,639            72,950
NorthStar Print Group                            29,146            29,339
PrimeNet Marketing Services                      14,650            14,426
Corporate and eliminations                       25,868            27,730
                                              ---------         ---------

                                              $ 630,606         $ 639,070
                                              =========         =========

See Management's Discussion and Analysis of Consolidated Financial Condition and
Results of Operations.

4.   Comprehensive Income
     --------------------
     Total  comprehensive  income was $13,667 for the three  periods ended March
     26, 2000, and $14,621 for the three periods ended March 28, 1999.

                                       6
<PAGE>
                                    FORM 10-Q
                          JOURNAL COMMUNICATIONS, INC.

For Quarter Ended March 26, 2000                   Commission file number 0-7831
                  ---------------                                         ------
     (3 Accounting Periods)

          Item 2. Management's Discussion and Analysis of Consolidated
                  Financial Condition and Results of Operations
                  ---------------------------------------------

Results of Operations
- ---------------------

Consolidated  revenue for the three periods ended March 26, 2000,  the Company's
first  quarter,  totaled  $179.9  million,  an increase of $14.4 million or 8.7%
compared to the first quarter of 1999. The companies contributing to the revenue
growth were IPC  Communication  Services  (IPC) and Norlight  Telecommunications
(Norlight).   Revenue  from  two  significant   1999  Journal   Broadcast  Group
acquisitions,  KMIR-TV  in  Palm  Springs,  Calif.,  and the 13  radio  stations
purchased  from  Great  Empire  Broadcasting,  Inc.,  also  contributed  to  the
increase.

While the first  quarter  showed  strong  revenue  growth,  consolidated  pretax
earnings were $22.9  million,  a decrease of $2.5 million or 10% versus the same
period in 1999.  Increases in pretax earnings at IPC, Norlight,  NorthStar Print
Group,  and  PrimeNet  Marketing  Services  (PrimeNet)  were more than offset by
declines at Journal Broadcast Group, Add Inc. and corporate  investment interest
income.

Journal  Sentinel Inc. revenue was $56.5 million and $57.7 million for the first
quarter  of 2000 and  1999,  respectively.  The  2.1%  decline  is a  result  of
shortfalls in both  advertising and  circulation.  In addition to the closing of
two  major  retailers  in the  Milwaukee  market,  other  large  retailers  have
curtailed their advertising  spending in both ROP  (run-of-press) and preprints.
Circulation  has seen a  drop-off  in both daily and  Sunday  net-paids  as home
deliveries  in  Milwaukee  County  have  declined  and single  copy sales in the
Milwaukee  County  are  down  due  to  rule  changes  by  the  Audit  Bureau  of
Circulations  (ABC).  Earnings  before  taxes were $.2 million  behind the first
quarter of 1999 at $10.6  million  mainly  due to higher  payroll  and  employee
benefit costs.

Consolidated  Journal  Broadcast  Group saw its revenue  increase  27.7% or $6.5
million to $29.8 million in the first quarter of 2000 over 1999.  However, if we
eliminate the 1999  television and radio  acquisitions  and compare revenue on a
same-station basis, the increase was approximately  $650,000,  or 2.8%. Earnings
before taxes were $2.9  million and $5.0  million,  respectively,  for the first
quarters of 2000 and 1999. Again, on a same-station basis, earnings before taxes
were $3.6 million in 2000, a decrease from 1999 of $1.4 million.


                                       7
<PAGE>
                                    FORM 10-Q
                          JOURNAL COMMUNICATIONS, INC.

For Quarter Ended March 26, 2000                   Commission file number 0-7831
                  ---------------                                         ------
   (3 Accounting Periods)

          Item 2. Management's Discussion and Analysis of Consolidated
                  Financial Condition and Results of Operations
                  ---------------------------------------------

Revenue from the  television  stations  for the first  quarter in 2000 was $15.8
million,  compared  with $14.6 million in the first quarter of 1999, an increase
of 8.2%.  Without KMIR-TV,  which was acquired in 1999, revenue lagged the first
quarter  of last year by  $300,000  or 2%.  This  decline  is mainly due to slow
national sales at WTMJ-TV in Milwaukee,  Wis., which have outweighed an improved
sales effort at KTNV in Las Vegas,  Nev.  Television  earnings before taxes were
$3.9 million in the first  quarter of 2000  compared  with $4.6 million in 1999.
The revenue shortfalls at WTMJ-TV have resulted in earnings  shortfalls as well.
Same-station television pretax earnings were $3.7 million in 2000.

Revenue from the radio stations was $14.0 million and $8.7 million for the first
quarter of 2000 and 1999, respectively, an increase of 60.6%. Excluding the $4.3
million contributed by the 13 radio stations acquired in 1999, revenue increased
10.8% compared to the first quarter of 1999.  Revenue increases were recorded in
the Milwaukee, Knoxville, Tenn. and Boise, Idaho, markets. In Milwaukee, ratings
have  increased  at WKTI-FM and WTMJ-AM  continues  to be the number one revenue
generating station in the market.  Revenue increases in Boise have been a result
of new management,  an expanded,  high quality sales force and improved Arbitron
ratings.  The operations in Knoxville have  experienced an increase in sales and
have  been  aggressively  marketing  and  promoting  their  stations.  The radio
operations  reported a pretax  loss of $1  million in the first  quarter of 2000
compared with pretax  earnings of $400,000 in 1999.  The 13 newly acquired radio
stations accounted for the $1 million loss while the same-station radio stations
recorded breakeven results.

During the first quarter of 2000,  Norlight has continued its strong revenue and
earnings performance.  Revenue increased $3.7 million or 15.8% compared to first
quarter 1999.  Earnings before taxes were $8.3 million in first quarter 2000 and
$7.8 million in first  quarter  1999,  a 6.4%  increase.  The  Michigan  network
expansion, which began in 1999, is expected to be partially operational in April
and fully  operational  by September.  The  additional  network  expansion  into
Indiana and  Minnesota  is expected to begin  operating in third  quarter  2000.
These additional capital outlays are expected to bring increased future revenues
to the Company.

Revenue  from IPC was $26.3  million and $22.4  million in the first  quarter of
2000  and  1999,  respectively.  The  increase  of 17.3%  is  mainly  due to the
procurement of new publication  accounts and increased  volume from its existing
publications and software  customers in its Michigan and California  operations.
The European  operation has experienced an increase in its fulfillment  business
to help drive revenue growth. Earnings before taxes of $1.7 million represent an
increase of $1.4 million  compared to first quarter  1999.  This increase is the
result of increased  volume and improvements in the  manufacturing  processes at
both the Michigan and California operations.

                                       8
<PAGE>

                                    FORM 10-Q
                          JOURNAL COMMUNICATIONS, INC.

For Quarter Ended March 26, 2000                   Commission file number 0-7831
                  ---------------                                         ------
   (3 Accounting Periods)

          Item 2. Management's Discussion and Analysis of Consolidated
                  Financial Condition and Results of Operations
                  ---------------------------------------------

Add Inc.'s  revenue was $24.1  million in first  quarter 2000  compared to $24.3
million in first quarter 1999. Revenue increases from the start-up papers in the
Fox Valley  region in  Wisconsin  and  publications  in Florida  were  offset by
decreases from publications and printing in Ohio and Central Wisconsin. Add Inc.
recorded a pretax  loss of $1.2  million in the first  quarter of 2000  compared
with breakeven  results in 1999.  This is mainly due to higher than  anticipated
costs  for the Fox  Valley  start-ups.  In March  2000,  Add Inc.  acquired  the
Berkshire Pennysaver, a free publication delivered to over 14,000 residences and
businesses in Lee, Mass.  Also in March,  Add Inc.  announced the closing of its
Community  Newspapers printing facility in Oak Creek, Wis.,  consolidating these
operations with those in Hartland, Wis. A new press is currently being installed
at  the  Waupaca,  Wis.  printing  facility,  which  will  increase  Add  Inc.'s
productivity and color printing  availability.  This investment should provide a
platform for growth in revenue and profitability.

NorthStar  Print  Group's  revenue was $13.5  million and $12.2 million in first
quarter 2000 and 1999,  respectively.  All three printing operations contributed
to the $1.3 million  revenue  increase.  A pretax loss of $55,000 was a $282,000
improvement over the same time period of 1999.

PrimeNet  experienced  improvements in both revenue and earnings before taxes at
its St. Paul,  Minn.,  and  Clearwater,  Fla.,  operations.  First  quarter 2000
revenue was $3.6 million  compared to $3.2 million  during first  quarter  1999.
Earnings before taxes increased  $171,000 or 156.1% during first quarter 2000 to
$281,000.

Nonoperating Income and Taxes
- -----------------------------

Interest income from short-term investments decreased by $1.7 million,  compared
to first  quarter  1999 as a result of a decrease in cash and cash  equivalents.
These funds were principally used to acquire both Great Empire  Broadcasting and
KMIR-TV.  The  effective  tax rate was 39.6% in first  quarter 2000  compared to
41.1%  in  first  quarter  1999.  This  change  is the  result  of  implementing
strategies that reduced state income taxes,  the impact of foreign net operating
losses and permanent tax differences.

Liquidity and Capital Resources
- -------------------------------

Cash  provided by  operations,  which is a  significant  source of the Company's
liquidity,  was $30.2 million in first quarter 2000 compared to $33.4 million in
first quarter 1999.  Cash used for investing  purposes was $13.4 million  during
the first quarter in 2000  compared to $8.0 million  during the same time period
in 1999. The Company used this cash to fund capital expenditures of property and
equipment,  specifically for the Norlight  fiber-optic network expansion and new
presses for Add Inc. and IPC. Cash for  financing  decreased to $16.7 million in
first  quarter  2000 from  $22.9  million in first  quarter  1999.  The  Company
purchased  fewer shares of treasury  stock in 2000 compared with the same period
in 1999 and increased it borrowings on its line of credit by $4.6 million.

                                       9
<PAGE>
                                    FORM 10-Q
                          JOURNAL COMMUNICATIONS, INC.

For Quarter Ended March 26, 2000                   Commission file number 0-7831
                  ---------------                                         ------
     (3 Accounting Periods)

          Item 2. Management's Discussion and Analysis of Consolidated
                  Financial Condition and Results of Operations
                  ---------------------------------------------

As of March 26, 2000, $16.8 million of the Company's $45 million credit facility
was  outstanding.  The Company expects to use the line of credit to fund capital
expenditures of property and equipment,  including initial down payments for the
new Journal Sentinel press facility, and other general corporate purposes.

Other Matters
- -------------

On April 11,  2000 the Company  completed  the sale of the assets of KSRV-AM and
KSRV-FM which serve the Ontario,  Oregon,  radio market to Horizon  Broadcasting
Group for $2.5  million.  The  Company  expects to record a minimal  gain on the
sale.  On April 12, 2000,  the Company  completed  the purchase of the assets of
KFXJ-FM in Boise, Idaho from Doubledee Broadcast Group for $3.7 million.

In November 1999, the Company reached an agreement to purchase KOEZ-FM, licensed
to Newton,  Kansas,  from  Kansas  Radio  Assets  LLC.  The  Company is awaiting
approval by the Federal Communications Commission.

Year 2000
- ---------

The  Company  is not aware of any  material  problems  resulting  from Year 2000
issues, either with our products,  our internal systems or products and services
of third  parties.  The Company  will  continue to monitor its mission  critical
computer  applications  and those of suppliers  and vendors  throughout  2000 to
ensure that any latent Year 2000 matters that may arise are addressed promptly.

Forward Looking Statements
- --------------------------

This Interim Report on Form 10-Q contains  forward-looking  statements  that may
state the Company's or management's current  expectations.  These statements are
subject to certain  risks,  trends,  and  uncertainties  that could cause actual
results to differ materially from those anticipated.  Among such risks,  trends,
and uncertainties are changes in advertising demand,  newsprint prices, interest
rates,  regulatory rulings, the availability of quality broadcast programming at
competitive  prices,  changes in the terms and conditions of network affiliation
agreements,  quality  and rating of  network  over-the-air  broadcast  programs,
legislative  or  regulatory  initiatives  affecting  the  cost  of  delivery  of
over-the-air broadcast programs to the Company's customers,  economic conditions
and the effect of acquisitions,  investments,  and dispositions on the Company's
results of operations or financial  condition.  The words  "believe,"  "expect,"
"anticipate," "intends," "plans," "should," "projects," "considers," and similar
expressions generally identify forward-looking statements. Readers are cautioned
not to place undue reliance on such forward-looking statements,  which are as of
the date of this filing.

                                       10
<PAGE>
                                    FORM 10-Q
                          JOURNAL COMMUNICATIONS, INC.

For Quarter Ended March 26, 2000                   Commission file number 0-7831
                  --------------                                          ------
    (3 Accounting Periods)


         Item 3. Quantitative and Qualitative Disclosure of Market Risk
         --------------------------------------------------------------

None.

                           Part II. Other Information
                           --------------------------

                           Item 1 - Legal Proceedings
                           --------------------------

On April 14, 2000, the Milwaukee  County Circuit Court (J.  Donegan) on a motion
for summary  judgement in Gauthier v. Journal  Communications,  Inc., ruled that
the Company was contractually liable to a class of plaintiffs for requiring them
to sell back their Journal units prematurely.  The suit was filed by five former
employees who owned Journal units (unitholders). The unitholders were terminated
at the  time of the 1995  merger  of The  Milwaukee  Journal  and the  Milwaukee
Sentinel. The judge previously ruled that the lawsuit could be a class action to
include other former  unitholders who terminated during the newspaper merger. As
a result of the merger,  some  full-time  employees  took early  retirement  and
others received voluntary  separation  incentives.  Under the Journal Employees'
Stock Trust Agreement  (JESTA),  employees whose employment is terminated before
retirement are required to sell back all units to the Company upon  termination.
In January 1995, a stock sell-back  policy was approved by the trustees of JESTA
that employees who lose their jobs because of corporate restructuring were given
more time to sell back their stock.  Employees with twenty (20) or more years as
a unitholder had up to five (5) years to sell their stock,  one-fifth each year;
fifteen  (15) to  twenty  (20)  years a  unitholder  had up to four  (4)  years,
one-fourth  each year;  ten (10) to fifteen (15) years as a unitholder had three
(3) years,  one-third each year;  five (5) to ten (10) years as a unitholder had
two (2) years, one-half each year; and two (2) to five (5) years as a unitholder
had one year. The judge ruled that the former  employees,  who signed separation
agreements  in 1995,  should  have been  allowed to sell back units at any point
during the time  period.  He based his decision on a Journal  Sentinel  internal
memorandum that outlined termination  incentives,  including the stock sell-back
schedule but without the language  specifying  the portion to be sold each year.
That information was widely known and understood. The memorandum was not part of
the separation  agreement that employees  signed,  but it was referred to in the
agreement. Under the judge's ruling, for instance, a twenty (20) year unitholder
would be  permitted  to hold all units until five years had passed,  rather than
selling some each year. The Company  disagrees with this ruling and on April 21,
it filed an  interlocutory  appeal before the Wisconsin Court of Appeals to have
this decision reversed.  At this time the impact of this decision on the Company
or JESTA cannot be determined.


               Item 2 - Changes in Securities and Use of Proceeds
               --------------------------------------------------

None

                                       11
<PAGE>

                                    FORM 10-Q
                          JOURNAL COMMUNICATIONS, INC.

For Quarter Ended March 26, 2000                   Commission file number 0-7831
                  --------------                                          ------
   (3 Accounting Periods)

                    Item 3 - Defaults upon Senior Securities
                    ----------------------------------------

None

           Item 4 - Submission of Matter to a Vote of Security Holders
           -----------------------------------------------------------

None

                           Item 5 - Other Information
                           --------------------------

None

                    Item 6 - Exhibits and Reports on Form 8-K
                    -----------------------------------------

(a)  Exhibit (27) Financial Data Schedule
(b)  None

                                       12
<PAGE>
                                    FORM 10-Q
                          JOURNAL COMMUNICATIONS, INC.


For Quarter Ended March 26, 2000                   Commission file number 0-7831
                  --------------                                          ------
   (3 Accounting Periods)


                                   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 10, 2000                    /s/ Steven J. Smith
     ------------                    ------------------------------------------
                                     Steven J. Smith, Chairman and Chief
                                     Executive Officer




Date May 10, 2000                    /s/ Paul M. Bonaiuto
     ------------                    ------------------------------------------
                                     Paul M. Bonaiuto, Executive Vice President
                                     and Chief Financial Officer


                                       13
<PAGE>
                                    FORM 10-Q
                          JOURNAL COMMUNICATIONS, INC.


For Quarter Ended March 26, 2000                   Commission file number 0-7831
                  --------------                                          ------
   (3 Accounting Periods)



                                 EXHIBIT INDEX

EXHIBIT NO.         DESCRIPTION

    27            FINANCIAL DATA SCHEDULE



                                       14



<TABLE> <S> <C>

<ARTICLE>                     5
<MULTIPLIER>                                   1,000

<S>                             <C>
<PERIOD-TYPE>                   OTHER<F1>
<FISCAL-YEAR-END>                              DEC-31-1999
<PERIOD-START>                                 JAN-01-2000
<PERIOD-END>                                   MAR-31-2000
<CASH>                                         10,249
<SECURITIES>                                   0
<RECEIVABLES>                                  97,494
<ALLOWANCES>                                   5,021
<INVENTORY>                                    19,235
<CURRENT-ASSETS>                               138,969
<PP&E>                                         514,293
<DEPRECIATION>                                 293,057
<TOTAL-ASSETS>                                 630,606
<CURRENT-LIABILITIES>                          146,859
<BONDS>                                        5,089
                          0
                                    0
<COMMON>                                       3,600
<OTHER-SE>                                     454,655
<TOTAL-LIABILITY-AND-EQUITY>                   630,606
<SALES>                                        179,914
<TOTAL-REVENUES>                               179,914
<CGS>                                          95,167
<TOTAL-COSTS>                                  95,167
<OTHER-EXPENSES>                               0
<LOSS-PROVISION>                               0
<INTEREST-EXPENSE>                             245
<INCOME-PRETAX>                                22,921
<INCOME-TAX>                                   9,084
<INCOME-CONTINUING>                            13,837
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   13,837
<EPS-BASIC>                                  0.51
<EPS-DILUTED>                                  0.51
<FN>
<F1>  3 ACCOUNTING PERIODS
</FN>


</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission