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 June 18, 2000 Commission file number 0-7831
------------- ------
(6 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 - June 18, 2000
27,196,590
----------
<PAGE>
FORM 10-Q
JOURNAL COMMUNICATIONS, INC.
Quarter Ended June 18, 2000 Commission file number 0-7831
------------- ------
INDEX
Page No.
--------
Part I. Financial Information
Item 1. Financial Statements
Consolidated Condensed Balance Sheets
June 18, 2000 and December 31, 1999 (Unaudited) 2
Consolidated Condensed Statements of Income
Three and Six Periods Ended June 18, 2000 and
June 20, 1999 (Unaudited) 3
Consolidated Condensed Statements of Cash Flows
Six Periods Ended June 18, 2000 and
June 20, 1999 (Unaudited) 4
Notes to Consolidated Condensed
Financial Statements - June 18, 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 10
Part II. Other Information
Items 1-6 11
1
<PAGE>
FORM 10-Q
JOURNAL COMMUNICATIONS, INC.
For Quarter Ended June 18, 2000 Commission file number 0-7831
------------- ------
(6 Accounting Periods)
Part 1, Item 1. Financial Statements
Consolidated Condensed Balance Sheets
June 18, 2000 and December 31, 1999
(Dollars in thousands)
ASSETS 06/18/2000 12/31/1999
------ ---------- ----------
(Unaudited)
Current assets:
Cash and cash equivalents $ 8,395 $ 10,108
Receivables, less allowance for doubtful
accounts of $4,763 and $4,302 110,959 104,434
Inventories:
Paper and supplies 10,168 11,984
Work in process 2,660 2,758
Finished goods 6,095 5,133
-------- --------
18,923 19,875
Prepaid expenses 5,167 8,756
Deferred income taxes 5,781 5,781
----- --------
Total current assets 149,225 148,954
Property and equipment, at cost, less accumulated
depreciation of $299,758 and $285,797 240,389 216,698
Goodwill , net 113,975 114,429
Broadcast licenses, net 126,018 123,348
Other intangibles assets, net 19,687 21,569
Other assets 13,644 14,072
-------- --------
Total assets $662,638 $639,070
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Line of credit $ 30,540 $ 12,115
Accounts payable 37,623 52,092
Taxes on income 1,792 (1,324)
Accrued compensation 23,345 24,258
Deferred revenue 22,356 19,807
Accrued employee benefits 30,397 27,693
Other current liabilities 13,169 10,472
Current portion of long-term obligations 2,553 2,866
-------- -----
Total current liabilities 161,775 147,979
Long-term obligations 4,365 4,991
Deferred income taxes 20,403 20,403
Stockholders' equity:
Common stock - authorized and issued
28,800,000 ($0.125 par value) 3,600 3,600
Retained earnings 521,594 504,115
Treasury stock, at cost (49,099) (42,018)
------ ------
Total stockholders' equity 476,095 465,697
------- -------
Total liabilities and stockholders' equity $662,638 $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 June 18, 2000 Commission file number 0-7831
------------- ------
(6 Accounting Periods)
<TABLE>
Consolidated Condensed Statements of Income
(Dollars in thousands except share and per share amounts)
(Unaudited)
<CAPTION>
Three Periods Ended Six Periods Ended
------------------- -----------------
06/18/2000 06/20/1999 06/18/2000 06/20/1999
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Revenue $ 187,493 $ 174,940 $ 367,407 $ 340,497
------- ------- ------- -------
Costs and expenses:
Cost of sales 96,710 90,539 191,877 179,484
Selling/administrative expenses 62,658 55,307 124,242 108,365
------- -------- ------- -------
Total costs and expenses 59,368 145,846 316,119 287,849
------- ------- ------- -------
Operating earnings 28,125 29,094 51,288 52,648
Net interest income (expense) and dividends (33) 1,650 112 3,506
Net gain (loss) on sale of assets (358) 41 (745) 86
---------- ---------- ---------- ----------
Earnings before income taxes 27,734 30,785 50,655 56,240
Provision for income taxes 10,982 12,595 20,066 23,046
------- ------- -------- --------
Net earnings $ 16,752 $ 18,190 $ 30,589 $ 33,194
======= ======= ======= =======
Weighted average number of common
shares outstanding 27,011,364 27,405,699 27,169,440 27,493,623
========== ========== ========== ==========
Earnings per share $ 0.62 $ 0.66 $ 1.13 $ 1.21
===== ==== ==== ====
Cash dividend per share $ 0.35 $ 0.28 $ 0.65 $ 0.56
===== ==== ==== ====
</TABLE>
See accompanying notes to consolidated condensed financial statements.
3
<PAGE>
FORM 10-Q
JOURNAL COMMUNICATIONS, INC.
For Quarter Ended June 18, 2000 Commission file number 0-7831
------------- -------
(6 Accounting Periods)
<TABLE>
Consolidated Condensed Statements of Cash Flows
(Dollars in thousands)
(Unaudited)
<CAPTION>
Six Periods Ended
-----------------
06/18/2000 06/20/1999
---------- ----------
Cash flow from operating activities:
<S> <C> <C>
Net earnings $ 30,589 $ 33,194
Adjustments to reconcile net earnings to net
cash provided by operating activities
Depreciation and amortization 23,995 20,678
Net (gain) loss from sales of assets 745 (86)
Net changes in current assets and
current liabilities
Receivables (6,665) (6,430)
Inventories 844 1,205
Accounts payable (14,303) (4,570)
Other current assets and liabilities 1,099 4,839
---------- ----------
Net cash provided by operating activities 36,304 48,830
---------- ----------
Cash flow from investing activities:
Proceeds from sales of assets 289 167
Property and equipment expenditures (43,217) (22,152)
Acquisition of businesses (5,257) (99,362)
Other 376 (604)
---------- ----------
Net cash used for investing activities (47,809) (121,951)
---------- ----------
Cash flow from financing activities:
Net increase in line of credit 30,540 0
Net decrease in long-term obligations (1,022) (740)
Net purchases of treasury stock (2,082) (18,052)
Cash dividends (17,644) (15,447)
---------- ----------
Net cash provided (used) by financing activities 9,792 (34,239)
---------- ----------
Net decrease in cash and cash equivalents (1,713) (107,360)
Cash and cash equivalents
Beginning of year 10,108 131,051
---------- ----------
June 18, 2000 and June 20, 1999 $ 8,395 $ 23,691
========== ==========
</TABLE>
See accompanying notes to consolidated condensed financial statements.
4
<PAGE>
FORM 10-Q
JOURNAL COMMUNICATIONS, INC.
For Quarter Ended June 18, 2000 Commission file number 0-7831
------------- ------
(6 Accounting Periods)
Notes to Consolidated Condensed Financial Statements
----------------------------------------------------
(Dollars in thousands)
1. Basis of Presentation
---------------------
The accompanying unaudited consolidated condensed financial statements have
been prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Form 10-Q
and Article 10 of Regulations S-X. Accordingly, they do not include all of
the information and footnotes required by generally accepted accounting
principles 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 six periods ended June 18, 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
-------------------
<TABLE>
<CAPTION>
Three Periods Ended Six Periods Ended
------------------- -----------------
06/18/2000 06/20/1999 06/18/2000 06/20/1999
---------- ---------- ---------- ----------
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
Revenues by operating segment
-----------------------------
<S> <C> <C> <C> <C>
Journal Sentinel Inc $ 54,542 $ 55,445 $ 111,029 $ 113,122
Journal Broadcast Group 35,368 28,113 65,187 51,459
Norlight Telecommunications 27,877 22,827 54,710 46,001
IPC Communication Services 25,230 24,969 51,527 47,390
Add Inc. 27,406 26,539 51,507 50,848
NorthStar Print Group 14,245 14,860 27,701 27,060
PrimeNet Marketing Services 3,529 2,639 7,121 5,812
Corporate and eliminations (704) (452) (1,375) (1,195)
---------- ---------- ---------- ----------
$ 187,493 $ 174,940 $ 367,407 $ 340,497
========== ========== ========== ==========
</TABLE>
5
<PAGE>
FORM 10-Q
JOURNAL COMMUNICATIONS, INC.
For Quarter Ended June 18, 2000 Commission file number 0-7831
-------------- ------
(6 Accounting Periods)
Notes to Consolidated Condensed Financial Statements
----------------------------------------------------
(Dollars in thousands)
<TABLE>
<CAPTION>
Three Periods Ended Six Periods Ended
------------------- -----------------
06/18/2000 06/20/1999 06/18/2000 06/20/1999
---------- ---------- ---------- ----------
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
Earnings (losses) before income taxes by operating segment
----------------------------------------------------------
<S> <C> <C> <C> <C>
Journal Sentinel Inc $ 10,936 $ 11,127 $ 21,493 $ 21,901
Journal Broadcast Group 7,405 8,104 10,267 13,089
Norlight Telecommunications 8,457 6,698 16,713 14,458
IPC Communication Services 816 884 2,478 1,119
Add Inc. 713 1,976 (501) 2,044
NorthStar Print Group 354 709 299 372
PrimeNet Marketing Services 82 (348) 363 (238)
Corporate and eliminations (996) (15) (569) (11)
Net interest income (expense) and dividends (33) 1,650 112 3,506
---- ----- --- -----
$ 27,734 $ 30,785 $ 50,655 $ 56,240
========= ========= ========= =========
</TABLE>
06/18/2000 12/31/1999
---------- ----------
(Unaudited)
Total assets by segment
-----------------------
Journal Sentinel Inc $ 87,819 $ 68,492
Journal Broadcast Group 278,642 277,834
Norlight Telecommunications 102,411 91,861
IPC Communication Services 52,194 56,438
Add Inc. 72,064 72,950
NorthStar Print Group 29,706 29,339
PrimeNet Marketing Services 14,375 14,426
Corporate and eliminations 25,427 27,730
------ ---------
$ 662,638 $ 639,070
========== ==========
4. Comprehensive Income
--------------------
Total comprehensive income was $16,459 and $30,126 for the three and six
periods ended June 18, 2000, and $18,165 and $32,786 for the three and six
periods ended June 20, 1999.
6
<PAGE>
FORM 10-Q
JOURNAL COMMUNICATIONS, INC.
For Quarter Ended June 18, 2000 Commission file number 0-7831
-------------- ------
(6 Accounting Periods)
Item 2. Management's Discussion and Analysis of Consolidated
Financial Condition and Results of Operations
---------------------------------------------
Results of Operations
---------------------
Six Accounting Periods Ended June 18, 2000 Compared to Six Accounting Periods
-----------------------------------------------------------------------------
Ended June 20, 1999
-------------------
Consolidated revenue for the six periods ended June 18, 2000 increased 7.9% to
$367.4 million, compared to $340.5 million for the same period last year.
Without the revenue from the two major 1999 acquisitions, KMIR-TV in Palm
Springs, Calif., and the 13 radio stations purchased from Great Empire
Broadcasting Inc., revenue increased 4.3%.
While the company continues to show healthy revenue growth, consolidated
year-to-date pretax earnings were $50.7 million, a decrease of $5.6 million or
9.9%, from the same period last year. Amortization of intangible assets related
to our acquisitions and the decrease in interest income, due to a decrease in
cash and cash equivalents, along with operating challenges at Journal Sentinel,
Journal Broadcast Group and Add Inc., are the primary contributors to the
decrease in pretax earnings. Norlight Telecommunications Inc., IPC Communication
Services and PrimeNet Marketing Services showed impressive revenue and pretax
earnings growth over last year.
Recently, we have seen improvements in the results at Journal Sentinel and
Journal Broadcast Group. Management expects this to continue as we enter the
political season, the Olympic Games broadcasts on our NBC affiliates and the
traditionally busy retail season.
Journal Sentinel Inc. revenue was $111 million and $113.1 million for two
quarters of 2000 and 1999, respectively. The 1.9% decline is a result of
continued shortfalls in both advertising and circulation revenue. The closing of
two major retailers in the Milwaukee area and other large retailers curtailing
their advertising spending in both ROP (run of press) and preprints have
contributed to a decline in advertising revenue this year. Retail advertising
has showed signs of improvement in recent weeks. Average net paid circulation
numbers continue to lag behind last year. Cost control initiatives and lower
newsprint costs have kept year-to-date pretax earnings of $21.5 million only
slightly behind last year's pretax earnings of $21.9 million. However, newsprint
costs are expected to increase in the third quarter.
Consolidated Journal Broadcast Group recorded a revenue increase of 26.7% to
$65.2 million in two quarters of 2000 over 1999. If we eliminate the 1999
television and radio acquisitions and compare revenue on a same-station basis,
the increase was $1.6 million or 3.1%. Pretax earnings were $10.3 million and
$13.1 million, respectively, for two quarters of 2000 and 1999. On a
same-station basis, earnings before taxes were $11.2 million, off by 14.1% from
1999.
7
<PAGE>
FORM 10-Q
JOURNAL COMMUNICATIONS, INC.
For Quarter Ended June 18, 2000 Commission file number 0-7831
-------------- ------
(6 Accounting Periods)
Revenue from the television operations for two quarters in 2000 was $34.2
million, compared with $31.9 million in the two quarters of 1999, an increase of
7.4%. Same station revenue year-to-date was $500,000 behind the same period last
year. Revenue growth at KTNV in Las Vegas, Nev. and WSYM in Lansing, Mich. are
more than offset by shortfalls in both local and national sales at WTMJ-TV in
Milwaukee, Wis. KMIR, which was acquired in 1999, has achieved its revenue goals
year to date, and had a good May ratings period. Television earnings before
taxes were $10.3 million in two quarters of 2000 compared with $11.8 million in
1999. Same-station television pretax earnings were $10 million in 2000.
Revenue from the radio operations was $31 million and $19.6 million for two
quarters of 2000 and 1999, respectively, an increase of 58%. Same station
revenue year-to-date was $21.7 million, an increase of 10.6% over the same
period last year. Revenue increases were recorded in the Milwaukee, Tucson,
Knoxville and Boise markets. Investments in promoting the stations, quality
management and sales development initiatives continue to provide positive
results in these markets. Omaha has fallen behind last year's excellent results.
Revenue from the 13 radio stations acquired in 1999 of $9.3 million lags behind
the profit plan. The radio operations reported break even results in 2000
compared with pretax earnings of $1.3 million in the same period last year.
Same-station radio pretax earnings were $1.3 million in 2000. The revenue growth
in the above mentioned markets has resulted in increases in pretax earnings as
well.
Year to date revenue at Norlight Telecommunications increased 18.9% over the
same period last year, to $54.7 million. Pretax earnings of $16.7 million were a
15.6% increase over 1999. Investment in expansion of the fiber network across
Michigan has been completed, and the expanded network in Indiana and Minnesota
should begin operating in the third quarter.
IPC Communication Services had revenue of $51.5 million in two quarters of 2000
compared with $47.4 million in the same period last year. The year-to-date
increase of 8.7% has slowed considerably from the 17.3% revenue growth reported
in the first quarter. A decrease in revenue from new business is the primary
reason for the slowdown. Pretax earnings of $2.5 million are up from $1.1
million a year ago, an increase of 121.4%. Improved operating efficiencies in
the eastern and western regions are the major contributors to the improved
pretax earnings. The investment in the eastern region's new web press should
begin to show positive results in the third quarter.
Add Inc.'s revenue was $51.5 million in two quarters of 2000 compared to $50.8
million for the same period in 1999. Pretax earnings of $713,000 in the second
quarter were not enough to offset the loss from the first quarter. As a result,
the year-to-date pretax loss was $501,000. In Florida, operating results this
year have rebounded well after last year's sale of the Gainesville shopper and
the closing of the Jacksonville shopper. Trumbull Printing in Connecticut was
beating its profit plan and last year in revenue and pretax earnings, while
Dixie Web Printing in New Orleans and the Ohio print plant have recorded pretax
earnings below last year's results. New press capacity in Waupaca, Wis. is
expected to increase
8
<PAGE>
FORM 10-Q
JOURNAL COMMUNICATIONS, INC.
For Quarter Ended June 18, 2000 Commission file number 0-7831
-------------- ------
(6 Accounting Periods)
business. The most significant reason for the pretax earnings decline is from
our investment in the start-up of the eight Fox Cities weekly newspapers in
Wisconsin. The papers will again operate at a planned loss this year, but are
expected to provide earnings in future years.
NorthStar Print Group's revenue increased 2.4% to $27.7 million from $27.1
million for the same period last year. Pretax earnings of $299,000 are down
$73,000 from the same period last year. An increase in factory payroll and
benefits is the major reason for the earnings decline. The label operation in
Green Bay, Wis. is being combined with the Norway - Watertown operation to
provide operating and administrative efficiencies going forward.
Year to date revenue at PrimeNet Marketing Services was $7.1 million compared
with $5.8 million in 1999. With the sales force fully staffed, revenue grew
22.5%. In turn, year-to-date pretax earnings were $363,000 compared with a
pretax loss of $238,000 last year.
Nonoperating Income and Taxes
-----------------------------
Interest income from short-term investments decreased by $3.4 million, compared
to two quarters in 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 year-to-date effective tax rate was 39.6% in 2000 compared to 41%
in the same period in 1999. The 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 $36.3 million in two quarters in 2000 compared to $48.8 million
in two quarters in 1999. The timing of payments in accounts payable accounts for
$9.7 million of the decrease in cash provided by operations. Cash used for
investing purposes was $47.8 million year to date in 2000 compared to $122
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. In 1999,
$99.4 million was principally used to acquire the stock of Great Empire
Broadcasting. Cash provided by financing was $9.8 million in two quarters in
2000 compared with cash used by financing of $34.2 million in the same period in
1999. The Company purchased fewer shares of treasury stock in 2000 compared with
the same period in 1999 and increased its borrowings on its line of credit by
$18.4 million since December 31, 1999.
As of June 18, 2000, $30.5 million of the Company's $45 million credit facility
was outstanding. The Company expects to use the line of credit to pay for
capital expenditures of property and equipment, including initial down payments
for the new Journal Sentinel production facility, and other general corporate
purposes.
9
<PAGE>
FORM 10-Q
JOURNAL COMMUNICATIONS, INC.
For Quarter Ended June 18, 2000 Commission file number 0-7831
-------------- ------
(6 Accounting Periods)
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 outcome of pending and future litigation, 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.
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
10
<PAGE>
FORM 10-Q
JOURNAL COMMUNICATIONS, INC.
For Quarter Ended June 18, 2000 Commission file number 0-7831
-------------- ------
(6 Accounting Periods)
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. This appeal was denied and the Company will proceed to
trial. 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
Item 3 - Defaults upon Senior Securities
----------------------------------------
Not applicable
Item 4 - Submission of Matter to a Vote of Security Holders
-----------------------------------------------------------
The Company held its Annual Meeting of Stockholders on June 6, 2000 for the
purpose of electing twenty-seven (27) directors.
Steven J. Smith and Douglas G. Kiel, as the designated proxies, voted the shares
of common stock of Journal Communications, Inc., as they were instructed by the
shareholders and unitholders of the Company and the Trustees of the Journal
Employees Stock Trust. 84% of all shares eligible to vote were represented at
the Annual Meeting in person or by proxy. All nominees for Director were elected
by the affirmative vote of at least 99% of the shares voted.
The following nominees were elected to the Board of Directors for the 2000-2001
term:
11
<PAGE>
FORM 10-Q
JOURNAL COMMUNICATIONS, INC.
For Quarter Ended June 18, 2000 Commission file number 0-7831
-------------- ------
(6 Accounting Periods)
Todd K. Adams Joseph O. Hoffman David G. Meissner
David A. Anderson Stephanie E. Hughes Roger D. Peirce
Paul M. Bonaiuto Stephen O. Huhta James P. Prather
James J. Ditter Mark J. Keefe Philippe L. Secker
Carl L. Dittoe Douglas G. Kiel Steven J. Smith
Robert M. Dye Kenneth L. Kozminski Keith K. Spore
James L. Forbes Paul E. Kritzer Thomas J. Szews
Carl D. Gardner Ronald G. Kurtis Joseph C. Taschler III
Richard J. Gasper Judith A. Leonard Karen O. Trickle
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 June 18, 2000 Commission file number 0-7831
-------------- ------
(6 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 August 2, 2000 /s/ Steven J. Smith
-------------- --------------------------------------
Steven J. Smith, Chairman and Chief
Executive Officer
Date August 2, 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 June 18, 2000 Commission file number 0-7831
-------------- ------
(6 Accounting Periods)
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
27 FINANCIAL DATA SCHEDULE
14
