ITEM 1. BUSINESS
The Registrant is a diversified communications and media company. Its 1994 revenues, broken down by business segments, are as follows: publishing - 42.2%; commercial printing - 40.9%; broadcast - 10.0%, telecommunications - 5.7% and direct marketing - 1.2%. In addition to the information provided below, see Item 6, "Selected Financial Data," Item 7, "Management Discussion and Analysis" and Item 8, "Consolidated Financial Statements and Supplementary Data."
Publishing
Journal/Sentinel Inc., a wholly-owned subsidiary of the Registrant, publishes the two major daily newspapers in the Milwaukee, Wisconsin, market. It has published the evening Milwaukee Journal (The Journal) since 1882, the Sunday edition of The Journal since 1911, and the morning Milwaukee Sentinel (the Sentinel) since it was acquired in 1962. Average paid circulation for the twelve months ended March 31, 1994, for the last five years, as audited by the Audit Bureau of Circulation, was:
1994 1993 1992 1991 1990
Journal 228,454 238,351 240,566 260,480 275,957 Sentinel 173,019 171,271 166,085 172,772 176,097 Sunday Journal 492,425 490,077 490,361 497,777 503,994
Advertising volume in column inches and units for the Company's Milwaukee newspapers for the last five calendar years was:
(in thousands) 1994 1993 1992 1991 1990 Column Inches Full Run 2,666.0 2,657.6 2,619.0 2,526.8 2,866.6 Part Run 213.4 260.9 181.3 195.5 205.3
Units Preprint 2.4 1.9 1.6 1.5 1.5
There are 101 other newspapers and shoppers published in the four-county Milwaukee market. Most of these are weekly publications, while a few are biweekly, fortnightly or monthly. Of these 101 publications, 39 are paid subscription and 62 are delivered without charge or are available free at various public locations. These publications cover a wide variety of interests, including community, business, labor, religious, ethnic, foreign language or other special interest newspapers.
One other daily newspaper, The Freeman, is published in Waukesha and is circulated in portions of Waukesha County. In addition, editions of USA Today, Chicago Tribune, Chicago Sun Times, Madison Capitol-Times, Wisconsin State Journal and New York Times are sold in the Milwaukee market. Journal/Sentinel Inc.'s newspapers also compete for advertising revenue or support with four (4) network-affiliated commercial television stations, six (6) independent television stations, two (2) of which are low power television stations, two public television stations and 35 AM and FM radio stations located in the four-county market, several cable television companies and some direct mail services. One network- affiliated television station and two radio stations in the Milwaukee market are owned by a subsidiary of the Registrant.
Journal/Sentinel Inc.'s newspapers have separate news reporting and editorial staffs and separate news offices in Madison, West Bend, Port Washington and Waukesha, Wisconsin. The Milwaukee Journal also has a news office in Washington, D.C. The Milwaukee Sentinel also has a news office in Stevens Point, Wisconsin. Both newspapers subscribe to the Associated Press and Washington Post-Los Angeles Times news services. In addition, The Milwaukee Journal subscribes to the New York Times and Scripps Howard News Services; the Milwaukee Sentinel subscribes to the Knight-Ridder News Service and Gannett News Service.
During 1994, newsprint consumption at the Milwaukee newspapers was higher than the prior year. Newsprint is purchased from four Canadian and two American suppliers. Supplies for 1995 are considered sufficient but newsprint costs are increasing significantly.
Registrant also publishes, through other subsidiaries, eight (8) weekly newspapers in southwestern Connecticut, seven (7) weekly newspapers and one (1) monthly controlled-circulation business publication in Wisconsin, three (3) weekly newspapers and one (1) daily newspaper in Florida, forty- five (45) shopper publications, with twenty-three (23) in Wisconsin, seventeen (17) in Ohio, two (2) in Florida, two (2) in Pennsylvania, two (2) in Vermont, one (1) in Georgia and one (1) in New York; three (3) paid auto publications, two (2) in Louisiana and one (1) in Wisconsin; one (1) paid boating publication in Louisiana; three (3) free auto publications in Ohio; seven (7) monthly real estate publications and four (4) senior citizens' publications in Ohio published six (6) times per year; and one (1) nationwide used car database.
In January 1995, Journal/Sentinel Inc. announced the merger of The Milwaukee Journal and the Milwaukee Sentinel into one newspaper to be called the Milwaukee Journal Sentinel. Distribution of the Milwaukee Journal Sentinel will begin April 2, 1995. This merger will result in a work force reduction. The Company estimates that severance and early retirement payments and other costs associated with the launch of the Milwaukee Journal Sentinel will result in a pre-tax charge of $15 million to $17 million.
Commercial Printing
In June 1994, the former Perry Printing Corporation, a wholly-owned subsidiary of Journal Communications, Inc., changed its name to NorthStar Print Group, Inc. (NorthStar). NorthStar created a new subsidiary called Perry Printing Corporation and contributed to Perry Printing Corporation substantially all assets and liabilities of the Web Division of the former Perry Printing Corporation. The Web Division operates in the long-run heatset web offset printing business of trade magazines, catalogs and free-standing newspaper inserts with plants in Waterloo and Baraboo, Wisconsin. Ownership of the Packaging and Promotion Division of the former Perry Printing Corporation, which operates in the sheetfed label and advertising printing business, was retained by NorthStar. Ownership of the real propery used by the Web Division was retained by NorthStar.
The principal raw materials for NorthStar and Perry are paper and ink. Presently, paper markets, for the grades consumed by the companies, are operating at capacity and management believes that paper availability at reasonable prices is a concern for 1995. The inks utilized by the companies are available in abundant supply from a number of suppliers. Perry Printing competes with the top 12 domestic and foreign-owned printing companies.
In January 1995, Journal Communications, Inc. announced the pending sale of the business and substantially all of the assets of Perry Printing Corporation. This sale is contingent upon certain events, including the buyer obtaining acceptable financing. Upon closing this sale, which is scheduled for late April 1995, the Company anticipates a gain exceeding the costs to be incurred in the merger of the two newspapers.
Imperial Printing Company, a wholly-owned subsidiary acquired on October 6, 1992, specializes in the production of short to medium runs (1,000 to 50,000 copies) of medical and technical journals for various trade associations, documentation manuals for hardware and software manufacturers and the duplication of CD-ROM's, floppy disks and computer tapes. Imperial is based in St. Joseph, Michigan, and has additional operations in Fremont, San Jose and Irvine, California, Lille, France and Amsterdam, Netherlands. No supply restrictions are anticipated in 1995 for the raw materials Imperial utilizes.
Broadcasting
WTMJ, Inc., a wholly-owned subsidiary, operates three television stations and five radio stations in four states. All operate under licenses from the Federal Communications Commission.
In Milwaukee, WTMJ, Inc. has been the pioneer and leading broadcaster since it started AM operations in 1927, FM in 1941 (discontinued 1950- 1960) and television in 1947. News reporting and editorial operations at WTMJ, Inc., are independent of the Registrant's newspaper operations.
Registrant's three (3) Milwaukee broadcast operations consistently rank high in audience rating surveys. Competition for advertising revenue in the ten-county area of dominant influence ("ADI") includes nine (9) other commercial television stations, including two (2) low power television stations, two (2) noncommercial stations, thirty-three (33) other radio stations, several cable television companies, eight (8) daily newspapers (including two owned by Registrant), and numerous weekly newspapers.
WTMJ, Inc. also operates KTNV-TV, Las Vegas, Nevada, an ABC affiliate; WSYM-TV, Lansing, Michigan, a Fox affiliate, two leading radio stations in Wausau, Wisconsin, WSAU-AM and WIFC-FM, and KQRC-FM, Kansas City/Leavenworth, Kansas. WTMJ-TV is affiliated with the National Broadcasting Company (NBC). WTMJ Radio is affiliated with the CBS and NBC Radio networks. KTNV-TV, WSAU-AM and WIFC-FM, WKTI-FM and KQRC-FM are affiliated with the American Broadcasting Company (ABC).
In January 1995, WTMJ, Inc. purchased KEZO AM/FM and KKCD-FM, Omaha, Nebraska.
Telecommunications
MRC Telecommunications, Inc. (MRC), a wholly-owned subsidiary, provides telecommunications services. Its services include terrestrial and satellite transmission of broadcast-quality video signals. In addition, MRC offers state-of-the-art, bulk, network transmission, including SONET and bandwidth-on-demand, to other common carriers. NorLight, Inc., MRC's business-to-business brand, markets advanced data circuits, frame relay, and switched voice services including domestic, international and calling card services, to medium and large businesses in Wisconsin, Michigan, Minnesota and Illinois where NorLight is authorized by the public service commissions to offer services. NorLight, Inc., is a wholly-owned subsidiary of MRC. In mid-1994, NorLight purchased two long distance telephone companies, Telephone Associates Long Distance, Inc. (TALD), and Bemidji Long Distance, Inc. (BLD). Both TALD and BLD are switch-based resellers with residential and business long distance voice customers in Minnesota, Michigan and Wisconsin.
MRC Telecommunications, Inc., is a co-founding member of UniSPAN, a national and international consortium of other regional carriers that provide frame relay services.
Direct Marketing
PrimeNet Marketing, Inc., a wholly-owned subsidiary acquired January 11, 1994, is engaged in the business of providing personalized database marketing services to merchandisers and manufacturers, which services include the design and development of database systems; the creation, maintenance and enhancement of data files; the development of personalized communications for the purpose of executing specific promotions; mail processing; receiving orders and/or requests through its 1-800 Response Center; and fulfilling such orders and requests.
Employees
The Registrant and its subsidiaries, as of December 31, 1994, had approximately 5,500 full-time and 2,300 part-time employees.
Financial Information About Industry Segments
Financial information about Registrant's industry segments is presented in Note 8 to the Consolidated Financial Statements appearing on pages 23 and 24 of this report.
ITEM 2.
ITEM 2. PROPERTIES
Principal properties operated by the Registrant and its subsidiaries are summarized as follows:
Subsidiary Location How Held Square Footage Journal/Sentinel Inc.
(Publishing) Offices/Plant Milwaukee, WI Owned 464,000
Garage Milwaukee, WI Owned 67,500
Distribution Center Milwaukee, WI Leased 46,000
ADD, Inc. (Publishing)
Office/Plant WI, OH, GA, FL Owned or 233,900 VT, NY, PA, LA Leased
Buyers' Guide, Inc. (Publishing) Office CT Leased 5,600
Auto Mart, Inc. (Publishing) Office Ohio Leased 4,300
WTMJ, Inc. (Broadcasting) Office and Studios Milwaukee, WI Owned 101,500 KTNV-TV Studios Las Vegas, NV Owned 20,300 WSYM-TV Studios Lansing, MI Leased 10,300 WSAU-AM/WIFC-FM Studios Wausau, WI Owned 5,600 KQRC-FM Studios Kansas City/ Leavenworth, KS Leased 3,700
NorthStar Print Group, Inc. (Commercial Printing) Office/Plant Brown Deer, WI Owned 127,300 Office/Plant Norway, MI Owned 101,700 Office/Plant Watertown, WI Owned 201,700
Label Products & Design Inc. (Commercial Printing) Office and Plant Green Bay, WI Owned 40,000
Perry Printing Corp. (Commercial Printing) Office/Plant and Warehouse Waterloo, WI Owned 458,700 Perry/Baraboo Office/Plant Baraboo, WI Owned 313,800
Trumbull Printing, Inc. (Commercial Printing) Office/Plant Trumbull, CT Owned 51,600
Imperial Printing Company (Commercial Printing) Office/Plant/Warehouse St. Joseph, MI Leased 303,500 Office/Plant Fremont, CA Leased 98,700 Office/Plant Irvine, CA Leased 49,000 Office/Plant San Jose, CA Leased 83,000
MRC Telecommunica- tions, Inc. (Fiber optics & Rubicon, WI Owned 3,800 Microwave transmission Skokie, IL Owned 6,100 services) Afton, WI Owned 3,800 Arden Hills, MN Owned 1,700 Minneapolis, MN Leased 2,100 Brookfield, WI Leased 15,600 NorLight, Inc. (Fiber optics & Microwave transmission services) Office Minneapolis, MN Leased 1,300
TALD/Bemidji Duluth, MN Leased 5,200 Bemidji, MN
Nordoc Software Services (Commercial Printing) Office/Plant Roncq, France Leased 80,700
Nordoc Europe B.V. (Commercial Printing) Office/Plant Amsterdam, Leased 11,500 Netherlands
PrimeNet Marketing, Inc. (Data Base Management) Office/Plant Bloomington, MN Leased 79,500
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
The Company is involved in various claims and lawsuits incidental to its business. In the opinion of legal counsel, claims and lawsuits in the aggregate will not have a material effect on the Company's financial position or results of operations.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None.
ITEM 4A. EXECUTIVE OFFICERS OF REGISTRANT
The executive officers of Registrant, as of March 1995, all of whom hold office until the next annual meeting of the board of directors, which will be held immediately following the annual meeting of shareholders on June 6, 1995, are:
Name Age Office Held Since Robert A. Kahlor 61 Chairman of the Board/CEO September 4, 1992 Steven J. Smith 44 President September 4, 1992 Thomas M. Karavakis 64 Senior Vice President June 2, 1987 Peter P. Jarzembinski 42 Senior Vice President/CFO December 1, 1992 Douglas G. Kiel 46 Senior Vice President June 2, 1992 Craig A. Hutchison 43 Senior Vice President June 5, 1990 Robert M. Dye 47 Vice President June 5, 1990 Gregory H. Forbes 45 Vice President June 8, 1993 James C. Currow 51 Vice President June 8, 1993 Paul M. Bonaiuto 44 Vice President June 8, 1993 Stephen O. Huhta 39 Vice President June 8, 1993 Ronald G. Kurtis 47 Vice President June 8, 1993 Nancy B. Carey 45 Vice President December 7, 1993 William T. Lutzen 33 Vice President June 7, 1994 Paul E. Kritzer 52 Vice President June 5, 1990 & Secretary September 1, 1992 Christine A. Farnsworth 46 Assistant Secretary June 8, 1993
All of the executive officers of the Company except Messrs. Forbes, Currow, Bonaiuto and Ms. Carey have been employed by the Company in key management positions for more than five years.
PART II ITEM 5.
ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
Registrant's common stock can be purchased only by full-time employees with two (2) years of service. As of March 9, 1995, the Journal Employes' Stock Trust owned of record 12,960,000 of the issued common stock shares or 90% of the issued common stock of the Registrant. The Trust issues units, each representing one share of the Registrant's stock, to eligible employees ("unitholders"). On March 9, 1995, 2,852 unitholders owned 11,715,431 units (representing 81.4% of Registrant's issued common stock) and thus were the beneficial owners of a like number of shares of the Registrant's stock held by the Trust. The balance of 1,244,569 units issued by the Trust were, on the above date, held by employee benefit trusts and by the Company as treasury stock.
Prior to all meetings of shareholders of the Registrant, the Trustees are required to deliver to each active employee-unitholder a proxy, with the right of substitution, for the number of the Registrant's shares represented by his or her units.
Unitholders may sell their units only to other employees designated by President of the Registrant. Whenever a unitholder ceases to be an employee, for any reason except retirement, he or she must offer his or her units for resale to active employees designated by the President of the Company. Employees who retire may retain a decreasing percentage of their units for 10 years after retirement. All units held by retirees are voted by the Trustees. Units may also be held by employee benefit trusts, and unitholders may transfer units to trusts for individuals and for charitable, educational or religious purposes. All units held by such trusts are likewise voted by the Trustees of the Stock Trust. As of March 9, 1995, retirees, an employee benefit trust, and other trusts held 4,443,367 units, representing 30.9% of the Registrant's issued common stock.
All of the Trustees under the Journal Employes' Stock Trust Agreement are directors of the Registrant. They have no financial interest in the Registrant's stock owned by the Trust other than through the units they own individually.
The Registrant's unit option price and dividend history for the past decade are presented in the following table:
Employee Stock Ownership Plan
Option Option Option Return on Price Price Price Cash Total January 1 Year Jan. 1 Dec. 31 Increase Dividend Yield Option Price 1985 17.65 18.54 .89 2.38(1) 3.27 18.5 1986 18.54 20.94 2.40 1.25 3.65 19.7 1987 20.94 23.71 2.77 1.38 4.15 19.8 1988 23.71 26.65 2.94 1.50 4.44 18.7 1989 26.65 29.66 3.01 1.70 4.71 17.7 1990 29.66 31.48 1.82 1.70 3.52 11.9 1991 31.48 32.60 1.12 1.80 2.92 9.3 1992 32.60 33.60 1.00 1.80 2.80 8.6 1993 33.60 34.64 1.04 1.80 2.84 8.5 1994 34.64 35.40 .76 1.90(2) 2.66 7.7
(1) Includes special dividend on sale of Teltron, Inc., a cable television subsidiary. (2) Includes special dividend.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
Selected financial data of the Registrant is presented in the following table on page 9.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Consolidated
Operating revenue in 1994 was $634.5 million, a 13.2% increase over 1993 sales of $560.6 million. Operating revenue in 1992 was $496.4 million. In 1994, operating earnings were $70.8 million, a slight decrease from 1993 earnings of $71.3 million. In 1992, operating earnings were $65.5 million. During 1994, the improving economic conditions helped to increase revenues and operating profits for the publications, broadcast and telecommunications segments. Operating results, however, declined in the printing segment and showed a loss in the direct marketing segment.
Publications
The publications segment includes daily and weekly newspapers, shoppers and specialty publications.
In 1994, revenue was $270.6 million, up 8.1% over 1993 and 13.5% better than 1992. In 1993 and 1992, revenues for this segment were $250.3 million and $238.4 million, respectively. Operating earnings in 1994 were $45.8 million, an impressive 10.4% increase over the prior year. Operating earnings for 1993 were $41.5 million, an increase of 1.6% over 1992 operating earnings of $40.8 million.
Journal/Sentinel Inc. is the largest company in this publications segment. Revenue in 1994 increased by 6.5% to $209.5 million compared with $196.7 million in 1993. In 1994, operating earnings were up 14.1% from the prior year. The increase in operating earnings was the result of increased classified advertising revenue and lower newsprint cost. Newsprint costs will significantly increase in 1995. Operating earnings in 1993 were down from 1992. The major reason for the decline was the development of an alternate delivery system.
Advertising revenue in 1994, 1993 and 1992 was $149.4 million, $138 million and $132.8 million, respectively. In 1994, classified revenue, fueled by increases in employment lineage, was up 14% over 1993. Retail advertising revenue was slightly ahead of 1993 figures. General advertising revenue increased by 21%, primarily as a result of increased volume. Pre-print revenues rose 2.2% compared to 1993. From 1992 to 1993, classified advertising revenue increased by 8%. Retail advertising revenue was approximately equal to the prior year, while general advertising declined by 13% during the 1992-93 period.
In 1994, circulation revenue was $56.5 million, up 1.2% from 1993. In 1993, circulation revenue was $55.9 million, while in 1992 it was $55.4 million.
ADD Inc. is the other operation in the publications segment. Its 1994 revenue was $61.1 million, a 14% increase over 1993 revenue of $53.6 million. In 1992, revenue was $47.7 million. Operating earnings in 1994 showed substantial growth over the prior year, increasing 21.4%. This resulted not only from a double-digit revenue increase, but also from a close monitoring of operating expenses. In 1994, revenue for the Wisconsin and Ohio operations increased by 19% and 15%, respectively, During 1994, the Vermont and Pennsylvania operations showed significant improvement in operating earnings over the previous year.
Broadcast
In 1994, revenue was $63.4 million, an increase of 15.7% over 1993 revenue of $54.9 million and 20% higher than 1992 revenue of $52.9 million. Operating earnings in 1994 increased significantly over 1993 and 1992. The 1994 increase was a result of strong gains in the automotive and retail advertising categories and increased revenue from political advertising.
In 1994, the company's television stations accounted for 72% of the segment's revenue and 77% of its operating earnings. At the Milwaukee, Las Vegas and Lansing television stations, the operating earnings showed substantial growth over the prior year.
Operating earnings in 1994 for the Milwaukee, Kansas City and Wausau radio stations were ahead of the 1993 operating results.
Operating costs and expenses have been tightly controlled for the last three years.
Printing
Perry Printing Corporation was reorganized in June 1994, with its Packaging and Promotion Division incorporated as NorthStar Print Group, Inc., while the Web Printing Division continued as Perry Printing Corporation.
In 1994, revenue for Perry Printing, which represents the long-run catalog and publications printing business, was $117 million, a 10.4% increase over the prior year's $105.9 million. In 1992, revenue was $107.3 million. Operating earnings for 1994 decreased by 14.3% over the prior year. Waterloo's operating earnings increased compared to 1993 results. The Baraboo operation, however, incurred a loss. This was the result of the loss of a major insert customer and inefficiencies associated with the start-up costs of a new press. In 1993, operating earnings increased 3.7% from 1992.
The 1994 revenue for NorthStar Print Group, Inc. was $57.8 million, an 11.7% increase over the prior year's revenue of $51.8 million. In 1992, revenue was $45.8 million. NorthStar incurred an operating loss for 1994. In 1994, despite a revenue increase, the Norway/Watertown operation incurred an operating loss due to capacity limitations and efficiency problems. The Milwaukee and Green Bay operations showed significant growth in revenue and operating earnings for 1994.
Imperial Printing Company's (IPC) 1994 revenue was $63.8 million, a 20.2% increase over 1993 revenue of $53.1 million. The 1994 operating earnings decreased by 26.7% compared to 1993 results. The start-up cost associated with the new printing facility in Fremont, California, was the primary reason for the decline in earnings. (1993 was the first full year of operation for IPC as a Journal Communications, Inc. subsidiary) Nordoc Software Services, located in France, showed a 10.2% revenue gain, but incurred an operating loss for the year.
In 1994, revenue for Trumbull Printing Inc. was $11.3 million, a 45.2% increase compared with 1993 revenue of $7.8 million. Revenue in 1993 was up 5.7% over 1992 revenue. In 1994, operating earnings doubled the 1993 results.
Telecommunications
In the telecommunications segment, 1994 revenue increased by 11% to $36 million. This increase was a result of a substantial increase in the private line circuits sold and MRC Telecommunications, Inc.'s entrance into the switched voice services market. NorLight, Inc., purchased the business and substantially all the assets of Telephone Associates Long Distance, Inc. (TALD), and Bemidji Long Distance, Inc. (BLD) in mid-1994. TALD and BLD are "resellers" of long distance services. Operating earnings at MRC increased by 3.5% in 1994 compared to 1993 and 8.9% compared to 1992.
Direct Marketing
On January 11, 1994, Journal Communications Inc. purchased the stock of PrimeNet Marketing, Inc. (PrimeNet). PrimeNet specializes in proprietary software, customized customer database management, third party fulfillment and direct mail services. Revenue for 1994 was $7.8 million. PrimeNet incurred an operating loss for the year as a result of the delay in bringing its proprietary software to the marketplace.
Income Taxes
Income taxes were 40.1% of pre-tax earnings in 1994, 39.3% in 1993 and 38.6% in 1992. The percentage increase is a result of change in the blended state tax rate and foreign losses with no tax benefit. Permanent tax "differences" exist for goodwill amortization and the increase in cash surrender value of the company's life insurance investment pool.
Net Earnings
Net earnings for 1994 were $43.9 million or $3.13 per share, versus net earnings of $44.2 million, or $3.16 per share in 1993. In 1992, net earnings for the year were $41.6 million or $2.97 per share.
Subsequent Events
In January 1995, Journal/Sentinel Inc. announced the merger of The Milwaukee Journal and the Milwaukee Sentinel into one newspaper to be called the Milwaukee Journal Sentinel. Distribution of the Milwaukee Journal Sentinel will begin April 2, 1995. This merger will result in a work force reduction. The Company estimates that severance and early retirement payments and other costs associated with the launch of the Milwaukee Journal Sentinel will result in a pre-tax charge of $15 million to $17 million. On April 2, 1995, the name of the newspaper subsidiary will change to Journal Sentinel Inc. from Journal/Sentinel Inc.
Also, during January 1995, Journal Communications, Inc., announced its exit from the long-run catalog and publication printing business with the pending sale of the business and substantially all of the assets of Perry Printing Corporation, which had sales of $117 million in 1994 and total assets of $87 million at December 31, 1994. This sale is contingent upon certain events, including the buyer obtaining acceptable financing. Upon closing this sale, which is scheduled for late April 1995, the Company anticipates a gain exceeding the costs to be incurred in the merger of the two newspapers.
Other Income and Expenses
Dividends and interest income of $1.7 million increased over the prior year's amount of $1.5 million. The 1994 increase was a result of the rise in short-term interest rates. In 1992, this amount was $2.5 million. The 1993 decrease over 1992 was a result of fewer dollars invested and significantly lower interest rates. Company investments in the short-term securities have decreased due to the use of funds for acquisitions and capital expenditures for property and equipment.
Liquidity and Capital Resources
Cash provided by operations, which is the company's major source of liquidity, totalled $69.7 million in 1994, $74.7 million in 1993 and $83.6 million in 1992.
Principal uses of cash during this period were for property and equipment expenditures and acquisitions. Capital expenditures for property and equipment were $41.6 million, $46.6 million and $26.2 million in 1994, 1993 and 1992, respectively. In 1995, capital expenditures are expected to be considerably below the 1994 amount. The company has also remained active in acquiring other businesses. During 1994, the company made several acquisitions, expanding its telecommunications, shopper, direct marketing and printing operations. As described in the notes to the consolidated financial statements, the company purchased the assets of IPC in 1992.
Cash used for financing activities was: 1994-$28.3 million; 1993-$28.5 million; and 1992-$28.3 million. Dividends paid during 1994 were $26.7 million or $1.90 per share. This compares with $25.2 million ($1.80 per share) in 1993 and $25.2 million ($1.80 per share) in 1992.
Net working capital at the end of 1994 increased by $1.6 million to $102.4 million. Commitments for television programs not yet produced as of December 31, 1994, were $12.2 million. The company has traditionally not used debt as a source of funds. The company anticipates that amounts necessary for capital expenditures, dividends, work force reductions and other working capital requirements will continue to be available from internally generated funds.
Effect of Inflation
The company's results of operations and financial conditions have not been significantly affected by inflation. The company has reduced the effect of rising costs through improvements in productivity, cost containment programs and, where the competitive environment permits, increased selling prices.
ITEM 8.
ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Index to Financial Statements:
Form 10-K Page Number:
Report of Independent Auditors 15
Consolidated Balance Sheets at December 31, 1994, 1993 and 1992 16
For each of the three years in the period ended December 31, 1994: --Consolidated Statements of Earnings and Retained Earnings 17 --Consolidated Statements of Cash Flows 18
Notes to Consolidated Financial Statements 19-24
Report of Ernst & Young LLP, Independent Auditors
The Board of Directors and Stockholders Journal Communications Inc.
We have audited the accompanying consolidated balance sheets of Journal Communications Inc. as of December 31, 1994, 1993, and 1992, and the related consolidated statements of earnings and retained earnings, and cash flows for each of the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Journal Communications Inc. at December 31, 1994, 1993, and 1992, and its consolidated results of operations and its cash flows for each of the years then ended in conformity with generally accepted accounting principles.
ERNST & YOUNG, LLP
Milwaukee, Wisconsin February 10, 1995
JOURNAL COMMUNICATIONS INC. CONSOLIDATED BALANCE SHEETS
December 31 ASSETS 1994 1993 1992 Current assets: Cash $ 13,111,281 $ 12,794,479 $ 10,987,033 Short-term invest- ments (Note 1) 38,964,215 50,166,016 53,953,462 Receivables 100,237,579 76,563,404 66,554,692 Inventories: Paper and supplies 20,783,847 16,994,981 15,686,927 Work in process 7,133,774 5,538,114 5,397,614 Finished goods 5,365,754 3,410,379 2,302,497 ----------- ----------- ----------- Total inventories 33,283,375 25,943,474 23,387,038 Prepaid expenses 12,148,919 10,892,965 10,933,725 ----------- ----------- ----------- Total current assets 197,745,369 176,360,338 165,815,950
Property and equipment, at cost: Land and land improvements 11,662,835 11,306,421 9,483,943 Buildings 62,268,323 60,580,129 57,226,313 Equipment 392,723,282 368,218,666 329,801,757 ----------- ----------- ----------- 466,654,440 440,105,223 396,512,013 Less accumulated depreciation 258,506,965 240,730,353 214,659,191 ----------- ----------- ----------- Net property and equipment 208,147,475 199,374,870 181,852,822 Corporate life insurance investment pool 14,208,090 12,197,777 10,280,750 Other assets (Note 1) 27,453,149 27,335,976 29,292,884 Goodwill (Note 1) 28,864,047 22,160,252 22,620,282 ----------- ----------- ----------- $476,418,130 $437,429,213 $ 409,862,688 =========== =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities: Accounts payable $ 38,228,173 $ 24,184,202 $ 24,396,813 Taxes on income 132,678 58,147 2,101,058 Accrued compensation 22,677,770 18,773,167 15,418,542 Customer service deposits 11,823,750 11,691,953 10,874,082 Accrued employee benefits (Note 2) 13,226,647 11,528,998 7,006,467 Other current liabilities 6,034,107 5,800,228 8,806,726 Current portion of long-term obligations 3,201,437 3,543,434 1,438,193 ---------- ---------- ---------- Total current liabilities 95,324,562 75,580,129 70,041,881
Long-term obligations (Note 5) 3,039,653 3,678,611 2,331,842 Deferred income taxes (Note 3) 10,625,000 10,723,000 9,259,000
Stockholders' equity (Note 6): Common stock, $.25 par value; authorized and issued 14,400,000 shares 3,600,000 3,600,000 3,600,000 Retained earnings 373,625,977 355,878,873 336,553,427 Treasury stock, at cost (Note 6) (9,797,062) (12,031,400) (11,923,462) Total stockholders' equity 367,428,915 347,447,473 328,229,965 ------------ ------------ ------------ $476,418,130 $437,429,213 $409,862,688 ============ ============ ============
See accompanying notes
JOURNAL COMMUNICATIONS INC. CONSOLIDATED STATEMENTS OF EARNINGS AND RETAINED EARNINGS
Years ended December 31 1994 1993 1992 Earnings: Operating revenue: Publications: Advertising $198,214,122 $182,536,690 $173,323,869 Circulation 57,951,504 57,272,146 56,510,619 Other 14,479,480 10,488,361 8,550,965 Broadcast 63,444,709 54,850,495 52,891,332 Printing 259,478,506 226,547,901 175,642,714 Telecommunications 35,973,931 32,411,290 31,256,362 Direct Marketing 7,799,072 -- -- Eliminations (2,793,364) (3,501,062) (1,813,650) ----------- ------------ ----------- $634,547,960 $560,605,821 $496,362,211
Operating costs and expenses:
Cost of sales 392,725,551 342,809,366 301,583,400 Selling and administrative expenses 171,050,305 146,513,746 129,314,942 ------------ ------------ ------------ 563,775,856 489,323,112 430,898,342 ----------- ----------- ----------- Operating earnings 70,772,104 71,282,709 65,463,869
Other income(deductions): Dividends and interest - net 1,717,757 1,521,453 2,549,614 Gain (Loss) on sale of assets 777,284 (44) (182,036) ----------- --------- --------- 2,495,041 1,521,409 2,367,578 ----------- --------- --------- Earnings before income taxes 73,267,145 72,804,118 67,831,447 Provision for income taxes (Note 3) 29,400,000 28,600,000 26,200,000 ----------- ----------- ----------- Net earnings (per share, 1994 $3.13, 1993 $3.16, 1992 $2.97) (Note 1) $ 43,867,145 $ 44,204,118 $ 41,631,447 ============ ============ ============
Retained earnings: Balance at beginning of year $355,878,873 $336,553,427 $320,163,437
Net earnings 43,867,145 44,204,118 41,631,447 Cash dividends (per share, 1994 $1.90, 1993 $1.80, 1992 $1.80) (26,699,455) (25,156,340) (25,243,614)
Treasury stock transactions (Note 6) 416,530 365,145 2,157
Currency translation adjustment 162,884 (87,477) -- ----------- ----------- -----------
Balance at end of year $373,625,977 $355,878,873 $336,553,427 =========== =========== ===========
See accompanying notes
See accompanying notes
JOURNAL COMMUNICATIONS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 1994, 1993 and 1992
1. Principal accounting policies
Basis of consolidation - The consolidated financial statements include the accounts of Journal Communications, Inc., and its wholly-owned subsidiaries (collectively, the Company). All significant intercompany balances and transactions have been eliminated.
Foreign currency translation - Assets and liabilities of foreign subsidiaries are translated into U.S. dollars at year-end exchange rates while income and expense items are translated at the average exchange rates for the year. Resulting translation adjustments are reflected in retained earnings.
Earnings per share - Earnings per share is based on the weighted average shares outstanding during each period.
Short-term investments - Short-term investments, which consist principally of government securities, commercial paper and bank certificates of deposit with maturities of one year or less, are stated at cost, which approximates market value. All short term investments are held to maturity.
Inventories - Inventories are stated at the lower of cost (first in, first out method) or market.
Property and Equipment - Property and equipment are recorded at cost. Depreciation of property and equipment is computed principally using the straight-line method.
Other assets - Identifiable intangible assets resulting from acquisitions are amortized on the straight-line basis. Accumulated amortization relating to intangible assets at December 31, 1994, 1993 and 1992 was $15,782,025, $11,393,585 and $8,371,103, respectively. Other assets also include the costs of television program contracts, recorded under the gross method, which are deferred and amortized over the estimated number of runs of the related programs.
Goodwill - Goodwill arising from acquisitions subsequent to November 1, 1970, is amortized on the straight-line basis over 40 years. Goodwill prior to November 1, 1970 is amortized when it is determined that such intangible assets have a limited useful life. At December 31, 1994, $3,095,000 of goodwill is not being amortized. Accumulated amortization at December 31, 1994, 1993 and 1992 was $9,406,125, $8,723,367 and $8,082,677, respectively.
Reclassification - Certain reclassifications have been made to the 1993 financial statements to conform with the 1994 presentation.
2. Employee benefit plans
Contributory and noncontributory pension and savings plans cover substantially all employees. The amount charged against earnings with respect to all of these plans was $6,225,000, $5,712,000 and $5,256,000 in 1994, 1993 and 1992, respectively.
Net pension cost for the defined benefit plan includes the following components:
(thousands of dollars) 1994 1993 1992
Service cost $2,481 $ 2,233 $2,175 Interest on projected benefit obligation 5,526 5,551 5,186 Less return on plan assets 865 (4,768) (2,325) Net amortization and deferral (6,570) (683) (3,034) ------- ------- ------ Net pension cost $2,302 $ 2,333 $2,002 ====== ======= ======
Actuarial assumptions used to project the benefit obligations and the net pension cost were:
1994 1993 1992
Discount rate 8.00% 7.25% 8.00%
Rate of increase in compensation levels 5.25% 4.75% 5.50%
Expected long-term rate of return on plan assets 9.50% 9.50% 9.50%
The assets of the plan consist primarily of government and other bonds and listed stocks. The accrued pension liability at December 31, 1994, 1993 and 1992 was $7,715,000, $8,107,000 and $6,155,000, respectively.
The funded status of the plan at December 31 was as follows:
(thousands of dollars) 1994 1993 1992
Actuarial present value of benefit obligations: Vested benefits $60,232 $62,651 $54,076 Nonvested benefits 3,074 3,449 2,885 ------- ------- ------- Accumulated benefit obligation 63,306 66,100 56,961 Effect of projected compensation levels 13,073 14,477 13,429 ------- ------- ------- Projected benefit obligation 76,379 80,577 70,390 Plan assets at fair value 57,342 60,473 59,619 ------- ------- ------- Projected benefit obligation in excess of plan assets $19,037 $20,104 $10,771 ======= ======= =======
On January 1, 1993, the Company adopted Statement of Financial Accounting Standards No. 106, "Employers' Accounting for Postretirement Benefits Other Than Pensions" (SFAS 106). This standard requires that the expected cost of postretirement health and life insurance benefits be charged to expense during the years the employees render service. The Company has elected to amortize the unfunded obligation of $25,324,000 at January 1, 1993, over a period of 20 years. The incremental effect of this change in accounting method was to increase 1993 postretirement benefit expense by $2,014,000. Prior to 1993, the Company recognized postretirement benefit expense in the year that the benefits were paid. Postretirement benefits paid in 1992 were $1,337,000.
Postretirement benefit expense includes the following components:
(thousands of dollars) 1994 1993
Service cost $ 572 $ 454 Interest cost on accumulated postretirement benefit obligation 1,991 2,073 Amortization of transition obligation 1,266 1,266 ------ ------ Postretirement benefit expense $3,829 $3,793 ====== ======
The funded status of the plans on an aggregate basis at December 31 was as follows:
(thousands of dollars) 1994 1993
Accumulated postretirement benefit obligation: Retirees $15,156 $16,243 Fully eligible participants 1,645 1,919 Other active participants 8,131 9,469 ------- ------ Total accumulated postretirement benefit obligation 24,932 27,631
Less: Unrecognized transition obligation 22,102 24,058 Unrecognized actuarial loss 837 (1,559) ------- ------ Accrued postretirement benefit cost liability $ 3,667 $ 2,014 ======= =======
For measurement purposes, benefit cost trend rates of 9.5% and 8.5% annually were assumed in 1994 for pre-age 65 and 65 and over groups, respectively. These rates gradually decrease to 5.5% through 2008 for the pre-age 65 group and through 2004 for the 65 and over group and remained level thereafter. The benefit cost trend rates have a significant effect on the amounts reported. Increasing the assumed benefit cost trend rates by 1% in each year would increase the accumulated postretirement benefit obligation at December 31, 1994 by 5.4% and the aggregate service and interest cost components of postretirement benefit expense for 1994 by 4.5%, respectively. The weighted average discount rate used in determining the accumulated postretirement benefit obligation was 8.0% and 7.5% for 1994 and 1993, respectively.
3. Income Taxes
Effective January 1, 1993, the Company adopted the provisions of Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes" (SFAS 109). SFAS 109 requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates for the year in which the differences are expected to reverse. The impact of adopting SFAS 109 was not material to 1993 operations.
The provision for income taxes consists of the following:
(thousands of dollars)
1994 1993 1992 Current Federal $23,100 $23,300 $21,400 State 6,500 6,000 5,100 ------ ------ ------ 29,600 29,300 26,500 Deferred (200) (700) (300) ------- ------- ------- $29,400 $28,600 $26,200 ======= ======= =======
The components of the net deferred tax liability as of December 31 were as follows:
(thousands of dollars) 1994 1993
Deferred tax assets: Accrued employee benefit $ 3,940 $ 3,304 Intangible assets 896 357 Inventories 94 348 Accrued compensation 3,609 3,350 Accounts receivable 727 891 Deferred revenue 172 172 State loss carryforward 1,056 461 Other 1,172 1,048 ------ ------ Total deferred tax assets $11,666 $ 9,931
Deferred tax liabilities: Property, plant and equipment $21,508 $20,408 Other 783 246 ------ ------ Total deferred tax liabilities $22,291 $20,654
Net deferred tax liability included in balance sheet $10,625 $10,723 ======= =======
4. Litigation
In September 1991, the Company paid $18.7 million in settlement of a patent infringement lawsuit. A technical question remains upon which management and legal counsel believe the Company will prevail. The Company was required to renew a $16.8 million bond until the court rules. The bond is fully guaranteed by standby letters of credit which are partially collateralized by $8.5 million of short-term investments.
5. Long-term obligations
December 31 1994 1993 1992
Capital lease & other obliga- tions, average interest 8% (in 1994) $2,017,912 $1,579,020 $ 403,115 Television program contracts, due through 1997 4,223,178 5,643,025 3,366,920 ---------- ---------- ---------- 6,241,090 7,222,045 3,770,035 Less current portion 3,201,437 3,543,434 1,438,193 ---------- ---------- ---------- $3,039.653 $3,678,611 $2,331,842 ========== ========== ==========
In addition, the Company has the rights to broadcast certain television programs during the years 1995-1999 under contracts aggregating $12,170,000.
6. Stockholders' equity
The Company periodically purchases units of beneficial interest in The Journal Employes' Stock Trust (JESTA) for use in its Incentive Compensation and Suggest and Share Plans and for resale to its employees. Treasury stock activity is as follows:
7. Acquisition
On October 6, 1992, the Company acquired the business and substantially all of the assets of Imperial Printing Company. The cash purchase price was approximately $30.7 million, with additional contingent payments, not to exceed $6.8 million, payable over six years, if target profit levels are achieved. Contingent payments, if made, will be accounted for as an adjustment to the purchase price.
The acquisition was accounted for using the purchase method. Accordingly, the operating results and cash flow of the acquired business are included in the Company's consolidated financial statements from the date of acquisition. Had Imperial Printing Company been acquired as of January 1, 1992, the effect of the acquisition on the Company's consolidated results of operations would not have been material.
8. Segment analysis (thousands of dollars)
9. Subsequent Events
In January 1995, Journal/Sentinel Inc. announced the merger of The Milwaukee Journal and the Milwaukee Sentinel into one newspaper to be called the Milwaukee Journal Sentinel. Distribution of the Milwaukee Journal Sentinel will begin April 2, 1995. This merger will result in a work force reduction. The Company estimates that severance and early retirement payments and other costs associated with the launch of the Milwaukee Journal Sentinel will result in a pre-tax charge of $15 to $17 million.
Also, during January 1995, the Company announced the exit from the long-run catalog and publication printing business with the pending sale of the business and substantially all of the assets of Perry Printing Corporation, which had sales of $117 million in 1994 and total assets of $87 million at December 31, 1994. This sale is contingent upon certain events including the buyer obtaining acceptable financing. Upon closing this sale, the Company anticipates a gain exceeding the costs to be incurred in the merger of the two newspapers.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.
PART III ITEM 10.
ITEM 10. DIRECTORS OF THE REGISTRANT
Directors Barr, Nye, Resler, Scherr and Scott are elected representatives of the Unitholders Council and have been employed by the Company for more than five years. Mr. Bonaiuto, Mr. Currow, Mr. Forbes and Ms. Carey have less than five years of service with the Company. The other directors, except for Mr. Meissner, have been employed by the Company or its subsidiaries in key management positions for more than five years. Information regarding the executive officers of the Company is set forth in Part I, Item 4A above. Mr. Meissner is President of Morgan&Myers/The Barkin Group, a Milwaukee public relations firm. The following chart states the equity ownership of each Director in the Registrant:
Units Held Held as of Percent of Office March 9, Ownership Name Age Since 1995(1) *denotes <1%
Margaret E. Barr 47 June 7, 1994 7,700 * Paul M. Bonaiuto 44 June 8, 1993 9,000 * Nancy B. Carey 45 December 7, 1993 4,590 * James C. Currow 50 June 8, 1993 5,540 * Robert M. Dye 46 March 6, 1990 35,530 * Christine A. Farnsworth 46 June 8, 1993 26,550 * Gregory H. Forbes 45 June 8, 1993 10,000 * Stephen O. Huhta 39 June 8, 1993 23,705 * Craig A. Hutchison 43 June 6, 1989 47,785 * Peter P. Jarzembinski 42 March 9, 1990 46,725 * Robert A. Kahlor 61 March 6, 1973 79,435 * Thomas M. Karavakis 64 June 5, 1984 67,035 * Douglas G. Kiel 46 June 4, 1991 24,965 * Paul E. Kritzer 52 June 5, 1990 35,070 * Ronald G. Kurtis 47 June 8, 1993 39,800 * David G. Meissner 57 June 7, 1988 --(2) --(2) Jeffrey S. Nye 45 June 7, 1994 9,600 * Gerald D. Resler 49 June 7, 1994 10,120 * Barbara T. Scherr 35 June 7, 1994 1,505 * Albert V. Scott 43 June 7, 1994 1,720 * Steven J. Smith 44 June 2, 1987 58,580 *
(1) A "Unit" is equivalent to a share of the common stock of Journal Communications, Inc.
(2) Mr. Meissner owns no Units but is an officer and director of Matex Inc. which owns 1,320,000 shares of Journal stock. Mr. Meissner's wife is also an officer and director of Matex Inc. and together with her children owns or has a beneficial interest in 33% of the outstanding common stock of Matex Inc. Mrs. Meissner also has a 33% beneficial interest in 120,000 shares of Journal Communications, Inc. common stock. Other members of Mrs. Meissner's family own or have a beneficial interest in the remaining 67% of the Matex Inc. shares and the 120,000 shares of Journal stock.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
Information in response to this item is incorporated herein by reference to the Company's proxy statement, which shall be filed with the Securities and Exchange Commission no later than three (3) weeks prior to the Company's Annual Meeting which shall be held Tuesday, June 6, 1995.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information in response to this item is incorporated herein by reference to the Company's proxy statement, which shall be filed with the Securities and Exchange Commission no later than three (3) weeks prior to the Company's Annual Meeting which shall be held Tuesday, June 6, 1995.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information in response to this item is incorporated herein by reference to the Company's proxy statement, which shall be filed with the Securities and Exchange Commission no later than three (3) weeks prior to the Company's Annual Meeting which shall be held Tuesday, June 6, 1995.
PART IV ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) 1. Financial Statements and Financial Statement Schedules
The following consolidated financial statements of the Registrant are included in Item 8:
Form 10-K
Page Number Consolidated Balance Sheets at December 31, 1994, 1993 and 1992 16
Consolidated Statements of Earnings and Retained Earnings for each of the three years in the period ended December 31, 1994 17
Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, 1994 18
Notes to Consolidated Financial Statements 19-24
All schedules are omitted since the required information is not present, or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements and notes thereto.
2. Exhibits The exhibits listed below are filed as part of this annual report.
(3) Articles of Incorporation and Bylaws as previously filed, hereby incorporated by reference
(21) Subsidiaries of the Registrant filed herewith
(23) Consent of Independent Auditors filed herewith
(27) Financial Data Schedule
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.
JOURNAL COMMUNICATIONS, INC.
By: /s/ Robert A. Kahlor Robert A. Kahlor Chairman of the Board and CEO Principal Executive Officer
By: /s/ Peter P. Jarzembinski Peter P. Jarzembinski Senior Vice President and CFO Principal Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:
/s/ Margaret E. Barr March 31, 1995 Margaret E. Barr, Director
/s/ Paul M. Bonaiuto March 31, 1995 Paul M. Bonaiuto, Director
/s/ Nancy B. Carey March 31, 1995 Nancy B. Carey, Director
/s/ James C. Currow March 31, 1995 James C. Currow, Director
/s/ Robert M. Dye March 31, 1995 Robert M. Dye, Director
/s/ Christine A. Farnsworth March 31, 1995 Christine A. Farnsworth, Director
March , 1995 Gregory H. Forbes, Director
March , 1995 Stephen O. Huhta, Director
March , 1995 Craig A. Hutchison, Director
/s/ Peter P. Jarzembinski March 31, 1995 Peter P. Jarzembinski, Director
/s/ Robert A. Kahlor March 31, 1995 Robert A. Kahlor, Director
March , 1995 Thomas M. Karavakis, Director
/s/ Douglas G. Kiel March 31, 1995 Douglas G. Kiel, Director
/s/ Paul E. Kritzer March 31, 1995 Paul E. Kritzer, Director
/s/ Ronald G. Kurtis March 31, 1995 Ronald G. Kurtis, Director
March , 1995 David G. Meissner, Director
/s/ Jeffrey S. Nye March 31, 1995 Jeffrey S. Nye, Director
/s/ Gerald D. Resler March 31, 1995 Gerald D. Resler, Director
/s/ Barbara T. Scherr March 31, 1995 Barbara T. Scherr, Director
/s/ Albert V. Scott March 31, 1995 Albert V. Scott, Director
/s/ Steven J. Smith March 31, 1995 Steven J. Smith, Director
JOURNAL COMMUNICATIONS, INC.
INDEX TO EXHIBITS (Item 14(a))
Exhibits Form 10-K Page Number
(3) Articles of Incorporation and Bylaws as previously filed, hereby incorporated by reference N/A
(21) Subsidiaries of the Registrant filed herewith N/A
(23) Consent of Independent Auditors filed herewith N/A
(27) Financial Data Schedule N/A
N/A = Not Applicable