================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 10-K
FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO
SECTIONS 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
(MARK ONE)
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 30, 2001
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 1-12955
JOURNAL REGISTER COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 22-3498615
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER IDENTIFICATION NO.)
OF INCORPORATION OR ORGANIZATION)
50 WEST STATE STREET
TRENTON, NEW JERSEY 08608-1298
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
Registrant's telephone number, including area code: (609) 396-2200
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
Common Stock, par value New York Stock
$0.01 per share Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: None
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. [X] Yes [ ] No
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K [ ].
The aggregate market value of the voting stock held by non-affiliates of the
registrant as of March 27, 2002, was approximately $684,511,028.
As of March 27, 2002, 41,541,448 shares of the registrant's Common Stock,
par value $0.01 per share, were outstanding (excluding treasury shares).
DOCUMENTS INCORPORATED BY REFERENCE. The information called for by Part III
is incorporated by reference to the definitive Proxy Statement for the Company's
2002 Annual Meeting of Stockholders, which will be filed on or before April 30,
2002.
================================================================================
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
STATEMENTS IN THIS ANNUAL REPORT ON FORM 10-K THAT ARE NOT PURELY
HISTORICAL ARE FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 27A OF
THE SECURITIES ACT OF 1933 AND SECTION 21E OF THE SECURITIES EXCHANGE ACT OF
1934, INCLUDING STATEMENTS REGARDING THE COMPANY'S EXPECTATIONS, HOPES,
INTENTIONS OR STRATEGIES REGARDING THE FUTURE. FORWARD-LOOKING STATEMENTS
INCLUDE STATEMENTS REGARDING THE PLANS AND OBJECTIVES OF THE COMPANY FOR FUTURE
OPERATIONS AND TRENDS AFFECTING THE COMPANY'S FINANCIAL CONDITION AND RESULTS OF
OPERATIONS. IN ADDITION, THE WORDS "ANTICIPATES," "PROJECTS," "PLANS,"
"INTENDS," "ESTIMATES," "EXPECTS," "MAY," "BELIEVES" AND SIMILAR WORDS ARE
INTENDED TO IDENTIFY THESE FORWARD-LOOKING STATEMENTS. ALL FORWARD-LOOKING
STATEMENTS IN THIS REPORT ARE BASED ON INFORMATION AVAILABLE TO THE COMPANY (AS
HEREINAFTER DEFINED) AS OF THE DATE THIS REPORT IS FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND THE COMPANY ASSUMES NO OBLIGATION TO UPDATE ANY SUCH
FORWARD-LOOKING STATEMENTS, EXCEPT AS REQUIRED BY LAW. ALL FORWARD-LOOKING
STATEMENTS INVOLVE RISKS AND UNCERTAINTIES. ACTUAL RESULTS MAY DIFFER MATERIALLY
FROM THOSE EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS AS A RESULT
OF CERTAIN FACTORS INCLUDING, BUT NOT LIMITED TO, THE UNAVAILABILITY OR A
MATERIAL INCREASE IN THE PRICE OF NEWSPRINT, THE SUCCESS OF THE COMPANY'S
ACQUISITION STRATEGY, DISPOSITIONS, THE ABILITY OF THE COMPANY TO ACHIEVE COST
REDUCTIONS AND INTEGRATE ACQUISITIONS, COMPETITIVE PRESSURES AND GENERAL OR
REGIONAL ECONOMIC CONDITIONS AND ADVERTISING TRENDS, AMONG OTHER THINGS. SEE
"ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS -- CERTAIN FACTORS WHICH MAY AFFECT THE COMPANY'S FUTURE
PERFORMANCE." THE COMPANY UNDERTAKES NO OBLIGATION TO RELEASE PUBLICLY THE
RESULTS OF ANY FUTURE REVISIONS IT MAY MAKE TO FORWARD-LOOKING STATEMENTS TO
REFLECT EVENTS OR CIRCUMSTANCES AFTER THE DATE HEREOF OR TO REFLECT THE
OCCURRENCE OF UNANTICIPATED EVENTS.
PART I
ITEM 1. BUSINESS.
GENERAL
Journal Register Company (the "Company") is a leading U.S. newspaper
publisher with total paid daily circulation of approximately 561,000 and total
non-daily distribution of approximately 3.4 million, as of December 30, 2001. As
of December 30, 2001, the Company owned and operated 23 daily newspapers and 206
non-daily publications strategically clustered in six geographic areas:
Connecticut, Greater Philadelphia, Greater Cleveland Area of Ohio, Central New
England, and the Capital-Saratoga and Mid-Hudson regions of New York. Journal
Register Company maintains 133 Web sites, which represent its various newspapers
and magazines. The Company's newspapers are characterized by an intense focus on
the coverage of local news and local sports and offer compelling graphic design
in colorful, reader-friendly packages.
From September 1993 through December 2001, the Company successfully
completed 22 strategic acquisitions, acquiring 14 daily newspapers, 174
non-daily publications and three commercial printing companies; and two
dispositions.
In 2001, the Company completed five acquisitions. On January 31, 2001, the
Company completed the acquisition of the Pennsylvania and New Jersey newspaper
operations from Chesapeake Publishing Corporation's Mid-Atlantic Division. This
acquisition included 13 publications with non-daily distribution of
approximately 90,000. On June 7, 2001, the Company completed the acquisition of
the Montgomery Newspaper Group operations, which is based in Fort Washington,
Pennsylvania, from Metroweek Corporation. Total distribution of the 24 non-daily
publications acquired from Metroweek Corporation is approximately 283,000. On
August 1, 2001, the Company completed the acquisition of the assets of Roe Jan
Independent Publishing, Inc., which is based in Hillsdale, New York. Total
distribution of the two non-daily publications included in this purchase is
approximately 26,000. On September 14, 2001, the Company completed the
acquisition of the assets of THE REPORTER, a 19,000-circulation daily newspaper
based in Lansdale, Pennsylvania. On October 25, 2001, the Company completed the
acquisition of THE LITCHFIELD COUNTY TIMES, a weekly newspaper based in New
Milford, Connecticut, with circulation of approximately 15,000. The acquisition
also included three lifestyle magazines serving Connecticut and New York, with
total monthly distribution of approximately 90,000.
1
In February of 2000, the Company announced its intention to sell a few
of its operations in the Midwest in order to achieve a strategic repositioning
in six geographic clusters and a reduction in the Company's leverage. The
Company sold certain of its operations in the greater St. Louis area in two
transactions in August and October of 2000. The Company also sold two daily
newspapers and a commercial printing operation in the south central part of Ohio
on January 31, 2001. This sales process was completed on January 31, 2001. The
proceeds from these sales were used to reduce the Company's outstanding debt,
purchase treasury shares and for strategic acquisitions.
In December 2001, the Company commenced operations at its newly
constructed production facility, Journal Register Offset, located in Exton,
Pennsylvania. The plant will ultimately produce five daily and approximately
thirty non-daily Company publications. The Company expects to achieve additional
cost savings and improved product quality as production of these publications is
phased in during 2002.
The majority of the Company's daily newspapers have been published for
more than 100 years and are established franchises with strong identities in the
communities they serve. For example, the NEW HAVEN REGISTER, the Company's
largest newspaper based on daily circulation, has roots in the New Haven,
Connecticut area dating back to 1755. In many cases, the Company's daily
newspapers are the only general circulation daily newspapers published in their
respective communities. The Company's non-daily publications serve well-defined
suburban circulation areas.
The Company manages its newspapers to best serve the needs of its local
readers and advertisers. The editorial content of its newspapers is tailored to
the specific interests of each community served and includes coverage of local
youth, high school, college and professional sports, as well as local business,
politics, entertainment and culture. The Company maintains high quality product
standards, using extensive process color and compelling graphic design to more
fully engage existing readers and to attract new readers. The Company's
newspapers typically are produced using advanced prepress pagination technology,
and are printed on efficient, high-speed presses.
The Company's revenues are derived from advertising (73.0% of 2001
revenues), paid circulation, including single copy sales and subscription sales
(22.2% of 2001 revenues), and commercial printing and other (4.8% of 2001
revenues). The Company's advertiser base is predominantly local. The Company's
newspapers seek to produce desirable results for local advertisers by targeting
readers based on certain geographic and demographic characteristics. The Company
seeks to increase readership, and thereby generate traffic for its advertisers,
by focusing on high product quality, local content and creative and interactive
promotions. The Company promotes single copy sales of its newspapers because it
believes that such sales have higher readership than subscription sales, and
that single copy readers tend to be more active consumers of goods and services,
as indicated by a Newspaper Association of America ("NAA") study. Single copy
sales also tend to generate higher profits than subscription sales, as single
copy sales generally have higher per unit prices and lower associated
distribution costs. Subscription sales, which provide readers with the
convenience of home delivery, are an important component of the Company's
circulation base. The Company also publishes numerous special sections and niche
and special interest publications. Such publications tend to increase readership
within targeted demographic groups and geographic areas. The Company's
management believes that as a result of these strategies its newspapers
represent an attractive and cost-effective medium for its readers and
advertisers.
The Company's advertising revenues in 2001 were derived primarily from a
broad group of local retailers (approximately 53.7%) and classified advertisers
(approximately 40.9%). No single advertiser accounted for more than 1% of the
Company's total 2001 revenues. The Company's management believes that because
its newspapers rely on a broad base of local retail and local classified
advertising, rather than more volatile national and major account advertising,
its advertising revenues tend to be relatively stable.
Substantially all of the Company's operations relate to newspaper
publishing. In addition to its daily newspapers and non-daily publications, the
Company owns other businesses that complement and enhance its publishing
operations, which, as of December 30, 2001, consisted of three commercial
printing operations.
2
OVERVIEW OF OPERATIONS
The Company's operations are clustered in six geographic areas:
CONNECTICUT. In Connecticut, the Company owns the NEW HAVEN REGISTER, a
small metropolitan daily newspaper with daily circulation of nearly 100,000 and
Sunday circulation of approximately 106,000, four suburban daily newspapers, 70
non-daily publications and one commercial printing company. The suburban daily
newspapers in the Connecticut cluster are THE HERALD (New Britain), THE BRISTOL
PRESS, THE REGISTER CITIZEN (Torrington) and THE MIDDLETOWN PRESS. The five
daily newspapers have aggregate daily and Sunday circulation of approximately
150,000 and 152,000, respectively. The 70 suburban and community non-daily
publications have aggregate distribution of approximately 1.6 million. Included
in the non-daily publications is CONNECTICUT MAGAZINE, the state's premier
lifestyle magazine that was acquired in September 1999. Combined, the Company's
Connecticut daily newspapers and non-daily publications serve a statewide
audience with concentrations in western Connecticut (Litchfield and Fairfield
counties) through Hartford and its suburban areas to the greater New Haven area;
and the Connecticut shoreline from New Haven northeast to New London.
The following table sets forth information regarding the Company's
publications in Connecticut:
Year Year Daily Sunday Non-Daily
Publication Originated(1) Acquired Location Circulation(2) Circulation(2) Distribution(3)
- ----------- ------------- -------- -------- -------------- -------------- ---------------
NEW HAVEN REGISTER............... 1755 1989 New Haven 99,043 105,974
THE HERALD....................... 1881 1995 New Britain 17,478 35,954
THE BRISTOL PRESS................ 1871 1994 Bristol 12,835
THE REGISTER CITIZEN............. 1889 1993 Torrington 10,839 10,060
THE MIDDLETOWN PRESS............. 1884 1995 Middletown 9,803
Imprint Newspapers
12 publications............... 1880 1995 Bristol 97,378
Shore Line Newspapers
13 publications............... 1877 1995 Guilford 146,330
Elm City Newspapers
9 publications............... 1931 1995 Milford 91,711
Minuteman Newspapers
2 publications............... 1993 1998 Westport 37,121
Housatonic Publications
9 publications............... 1825 1998 New Milford 57,211
Litchfield County Times Group
4 publications............... 1981 2001 New Milford 111,856
CONNECTICUT'S COUNTY KIDS
2 publications............... 1989 1996 Westport 40,200
FOOTHILLS TRADER
3 publications............... 1965 1995 Torrington 49,934
CONNECTICUT MAGAZINE
2 publications............... 1938 1999 Trumbull 686,271
Gamer Publications
3 publications............... 1981 1995 Bristol 57,250
EAST HARTFORD GAZETTE............ 1885 1995 East Hartford 17,950
HOMEFINDER....................... 1976 1995 New Britain 17,503
THOMASTON EXPRESS................ 1874 1994 Thomaston 1,514
Total Market Coverage
("TMC") (8 publications)..... 213,967
------- ------- ----------
TOTALS........................... 149,998 151,988 1,626,196
======= ======= ==========
3
- -------------------
(1) For merged newspapers and newspaper groups, the year given reflects the date
of origination for the earliest publication.
(2) Circulation averages according to Audit Bureau of Circulations ("ABC") most
recently released Audit Report.
(3) Non-daily distribution includes both paid and free distribution. Non-daily
distribution reflects average distribution for December 2001,except for
Housatonic Publications and Minuteman Newspapers, which reflect Certified
Audit of Circulations ("CAC") audit results for the 12 month period ended
June 30, 2001, and CONNECTICUT MAGAZINE. CONNECTICUT MAGAZINE'S non-daily
distribution includes 600,000 for the Connecticut Vacation Guide, which is
published for the Connecticut Department of Tourism. CONNECTICUT MAGAZINE
reflects average circulation based upon the ABC Publisher's Statement Report
for the six month periods ended June 30, 2001 and December 31, 2001.
The NEW HAVEN REGISTER is the Company's largest newspaper based on daily
circulation and is the second largest daily circulation newspaper in
Connecticut. The NEW HAVEN REGISTER serves a primary circulation area comprised
of the majority of New Haven County and portions of Fairfield, Middlesex and New
London counties. This area (including the portions of Fairfield County, which
are served by related non-daily publications) has a population of 797,400 and
had population growth of approximately 15% from 1980 to 2001. This area has
average household income of $75,900, which is 21% above the national average and
a retail environment comprised of approximately 6,900 stores. The NEW HAVEN
REGISTER'S primary circulation area is home to a number of large and
well-established institutions, including Yale University and Yale-New Haven
Hospital. As a result of its proximity to the large media markets of New York
City, Boston and Hartford, New Haven has only two locally licensed television
stations (which serve a statewide, rather than a local audience). The radio
market in New Haven is also fragmented. Consequently, the Company's management
believes that the NEW HAVEN REGISTER is a very powerful local news and
advertising franchise for the greater New Haven area.
On October 25, 2001, the Company added to its Connecticut cluster with
the acquisition of THE LITCHFIELD COUNTY TIMES, a weekly newspaper based in New
Milford, Connecticut, with circulation of approximately 15,000. The acquisition
also included three lifestyle magazines serving Connecticut and New York, with
total monthly distribution of approximately 90,000. These publications cover
Litchfield and Fairfield counties in Connecticut and Westchester County, New
York.
THE HERALD, THE BRISTOL PRESS and THE MIDDLETOWN PRESS serve contiguous
areas between New Haven and Hartford. THE BRISTOL PRESS serves an area that has
a population of 332,300 and had population growth of approximately 7% from 1980
to 2001. THE BRISTOL PRESS' market area has average household income of $85,800,
which is 37% above the national average. THE MIDDLETOWN PRESS serves an area
that has a population of 104,400 and had population growth of approximately 23%
from 1980 to 2001. The area THE MIDDLETOWN PRESS serves has average household
income of $71,700, which is 15% above the national average. THE HERALD serves an
area that has a population of 108,400, and had population growth of
approximately 5% from 1980 to 2001. THE HERALD'S market area has average
household income of $57,100. THE REGISTER CITIZEN serves an area that has a
population of 249,900 and had population growth of approximately 14% from 1980
to 2001. THE REGISTER CITIZEN'S market area has average household income of
$80,900, which is 29% above the national average.
The Company's Connecticut publications benefit from cross-selling of
advertising, as well as from newsgathering, production and back office
synergies. For example, the NEW HAVEN REGISTER gathers statewide news for all of
the Company's Connecticut newspapers; the newspapers cross-sell advertising
through a one-order, one-bill system and THE HERALD and THE MIDDLETOWN PRESS are
printed at one facility, as are THE REGISTER CITIZEN and THE BRISTOL PRESS.
Moreover, in August 1996, in order to take advantage of the contiguous nature of
the geographic areas served by THE HERALD, THE BRISTOL PRESS and THE MIDDLETOWN
PRESS, the Company launched a combined Sunday newspaper, THE HERALD PRESS, which
serves the readers of these three daily newspapers with three zoned editions and
has a Sunday circulation of approximately 36,000 as of the September 30, 2000,
according to the ABC Audit Report.
4
GREATER PHILADELPHIA. The suburban Philadelphia area is one of the
fastest growing affluent communities in Pennsylvania. Since 1990, the population
of the areas covered by the Company's Greater Philadelphia Cluster has increased
approximately 9.8%, while average household income has increased approximately
65%. The Company's management believes this area will continue this growth
pattern. On September 14, 2001, the Company completed the acquisition of the
assets of THE REPORTER, a 19,000-circulation daily newspaper based in Lansdale,
Pennsylvania. On June 7, 2001, the Company completed the acquisition of the
Montgomery Newspaper Group operations, which is based in Fort Washington,
Pennsylvania, from Metroweek Corporation. Total distribution of the 24 non-daily
publications acquired from Metroweek Corporation was approximately 340,000. On
January 31, 2001, the Company completed the acquisition of the Pennsylvania and
New Jersey newspaper operations from Chesapeake Publishing Corporation's
Mid-Atlantic Division. Total non-daily distribution of the 13 publications
acquired from Chesapeake Publishing Corporation is approximately 90,000.
The Company owns seven daily newspapers and 90 non-daily publications
serving areas surrounding Philadelphia, Pennsylvania. These publications
include, in Pennsylvania, the DAILY LOCAL NEWS (West Chester), THE TIMES HERALD
(Norristown), THE PHOENIX (Phoenixville), the DELAWARE COUNTY DAILY AND SUNDAY
TIMES (Primos), THE MERCURY (Pottstown), a group of non-daily newspapers,
including the MAIN LINE TIMES, serving Philadelphia's affluent Main Line; the
NEWS OF DELAWARE COUNTY, one of the largest audited community newspapers in the
United States; Town Talk Newspapers (Media); the Penny Pincher Shoppers
(Pottstown) and a group of 18 weekly newspapers, the InterCounty Newspaper
Group, serving suburban Philadelphia and central and southern New Jersey. Also,
in New Jersey, the Company owns THE TRENTONIAN (Trenton, NJ), a daily newspaper
operation. The Company also owns two commercial printing companies, acquired
with InterCounty Newspapers in December 1997, one of which prints the 18 weekly
InterCounty Newspaper Group newspapers and one of which is a premium quality
sheet-fed printing operation, both in Pennsylvania. The seven Greater
Philadelphia Cluster daily newspapers have aggregate daily and Sunday
circulation of approximately 195,000 and 158,000, respectively. The Company
aggregate non-daily distribution in its Greater Philadelphia Cluster is
approximately one million.
The following table sets forth information regarding the Company's
publications in Greater Philadelphia:
Year Year Daily Sunday Non-Daily
Publication Originated(1) Acquired Location Circulation(2) Circulation(2) Distribution(3)
----------- ------------- -------- -------- -------------- -------------- ---------------
DELAWARE COUNTY DAILY AND
SUNDAY TIMES 1876 1998 Primos, PA 48,392 44,992
DAILY LOCAL NEWS.......... 1872 1986 West Chester, PA 29,355 29,838
THE MERCURY............... 1930 1998 Pottstown, PA 25,566 26,580
THE TIMES HERALD.......... 1799 1993 Norristown, PA 20,835 17,754
THE REPORTER.............. 1870 2001 Lansdale, PA 18,622
THE PHOENIX............... 1888 1986 Phoenixville, PA 3,697
THE TRENTONIAN............ 1945 1985 Trenton, NJ 48,812 38,690
Montgomery Newspapers
24 publications........ 1872 2001 Ft. Washington, PA 282,889
InterCounty Newspaper
Group
18 publications........ 1869 1997 Newtown, PA 96,083
Chesapeake Publishing
13 publications........ 1869 2001 Kennett Square, PA 85,177
CHADDS FORD POST.......... 2001 2001(4) Chadds Ford, PA 4,117
Acme Newspapers
4 publications......... 1930 1998 Ardmore, PA 80,570
Penny Pincher Shoppers
6 publications......... 1988 1998 Pottstown, PA 50,450
Town Talk Newspapers
7 publications......... 1964 1998 Media & Ridley, PA 85,700
Suburban Publications
3 publications......... 1885 1986 Wayne, PA 32,429
LIL' BOOK................. 2001 2001(4) Trenton, NJ 40,000
REAL ESTATE TODAY......... 1978 1998 Pottstown, PA 34,900
TRI-COUNTY RECORD......... 1975 1986 Morgantown, PA 19,370
5
Year Year Daily Sunday Non-Daily
Publication Originated(1) Acquired Location Circulation(2) Circulation(2) Distribution(3)
----------- ------------- -------- -------- -------------- -------------- ---------------
THE HOMES MAGAZINE........ 1988 1988(4) West Chester, PA 19,355
CHESTER COUNTY KIDS....... 2001 2001(4) West Chester, PA 18,000
THE VILLAGE NEWS.......... 1980 1986 Downingtown, PA 18,000
TOWNSHIP VOICE............ 1991 1991 Phoenixville, PA 15,000
THE TIMES RECORD.......... 1980 1986 Kennett Square, PA 9,000
BLUE BELL JOURNAL......... 1999 1999(4) Blue Bell, PA 5,200
TMC (5 publications)...... 106,020
-------- -------- ---------
TOTALS.................... 195,279 157,854 1,002,260
======== ======== =========
- ---------------------
(1) For merged newspapers and newspaper groups, the year given reflects
the date of origination for the earliest publication.
(2) Circulation averages according to the most recently released ABC Audit
Report.
(3) Non-daily distribution includes both paid and free distribution. Non-daily
distribution reflects average distribution for December 2001, with the
following exceptions: Suburban Publications, which includes three
publications, two of which, SUBURBAN ADVERTISER and KING OF PRUSSIA COURIER,
reflect the CAC Publisher's Statements for the six months ended September
2000, and THE SUBURBAN & WAYNE TIMES which reflects the ABC audit for the
24-month period ended September 30, 1999; Acme Newspapers, which includes
four publications, three of which (NEWS OF DELAWARE COUNTY, GERMANTOWN
COURIER and MT. AIRY TIMES EXPRESS) reflect the CAC Newspaper Audit Report
for the 12 months ended March 31, 2001, and MAIN LINE TIMES, which reflects
the ABC Newspaper Audit Report for the 24 months ended September 30, 1999.
(4) Year presented represents the year the Company started the publication.
The majority of the Company's Pennsylvania publications are located
within a 30-mile radius of Philadelphia. The Company's newspapers serve
geographic areas with highly desirable demographics. The DELAWARE COUNTY DAILY
AND SUNDAY TIMES serves an area that has a population of 597,100 and had
population growth of approximately 2% from 1980 to 2001. The DELAWARE COUNTY
DAILY AND SUNDAY TIMES market area has average household income of $79,300,
which is 27% above the national average. The DAILY LOCAL NEWS serves an area
which has a population of 428,600 and had population growth of approximately 45%
from 1980 to 2001. The DAILY LOCAL NEWS serves an area that has average
household income of $96,000, which is 54% above the national average. THE
MERCURY, located approximately 40 miles west of Philadelphia, serves an area
that has a population of 477,200 and had population growth of approximately 29%
from 1980 to 2001. The area THE MERCURY serves has average household income of
$75,600, which is 21% above the national average. THE TIMES HERALD serves an
area that has a population of 183,600 and had population growth of approximately
15% from 1980 to 2001. THE TIMES HERALD'S market area has average household
income of $83,100, which is 33% above the national average. THE PHOENIX serves
an area that has a population of 126,800 and had population growth of
approximately 38% from 1980 to 2001. THE PHOENIX'S market area has average
household income of $97,200, which is 55% above the national average. The
Company's weekly newspaper group, Suburban Publications, which is located on the
Main Line in suburban Philadelphia, serves an area that has a population of
338,600 and had population growth of approximately 25% from 1980 to 2001. The
Suburban Publication's market area has average household income of $125,500,
which is 101% above the national average. The MAIN LINE TIMES, the flagship of
the Company's Acme Newspapers group, serves an area that has a population of
400,000 and had population growth of approximately 3% from 1980 to 2001. The
MAIN LINE TIMES' market area, which is also on the Main Line, has average
household income of $121,300, which is 94% above the national average. The
majority of the Company's Pennsylvania properties are located within 20 miles of
the area's largest retail complex, the King of Prussia Plaza and Court, which is
the largest mall on the East Coast of the United States.
THE TRENTONIAN is published in Trenton, the capital of New Jersey, which
is located 35 miles north of Philadelphia and 65 miles south of New York City.
THE TRENTONIAN serves an area that has a population of 288,700 and had
population growth of approximately 8% from 1980 to 2001. This area has average
household income of $73,500 which is 18% above the national average.
6
As a result of the synergies in the Company's Greater Philadelphia
Cluster, the Company has been able to cross-sell advertising into multiple
publications. The nature of the cluster also allows for the implementation of
significant cost savings programs. For example, in December 2001, the Company
commenced operations at its new production facility, Journal Register Offset,
located in Exton, Pennsylvania. This plant will produce five dailies: the DAILY
LOCAL NEWS, THE MERCURY, THE TIMES HERALD, THE REPORTER and THE PHOENIX; and
approximately thirty non-daily Company publications in the Company's Greater
Philadelphia Cluster. In addition, the publications share certain newsgathering
resources.
GREATER CLEVELAND. On January 31, 2001, the Company completed the sale
of the Dover-New Philadelphia and Massillon, Ohio operations, which had combined
daily circulation of approximately 38,100 and Sunday circulation of
approximately 37,600. The Company retained its award-winning Cleveland, Ohio
area newspaper operations, THE NEWS-HERALD (Willoughby) and THE MORNING JOURNAL
(Lorain). The aggregate daily and Sunday circulation of the Cleveland-area
newspapers are approximately 82,000 and 97,000, respectively, excluding the
newspapers sold on January 31, 2001.
The following table sets forth information regarding the Company's
publications in Greater Cleveland:
Year Year Daily Sunday Non-Daily
Publication Originated(1) Acquired Location Circulation(2) Circulation (2) Distribution(3)
----------- ------------- -------- -------- -------------- --------------- ---------------
THE NEWS-HERALD......... 1878 1987 Willoughby 47,728 59,129
THE MORNING JOURNAL..... 1921 1987 Lorain 34,137 37,702
COUNTY KIDS Willoughby
2 publications....... 1997 1997(4) & Lorain 38,660
TMC (2 publications).... 74,473
------ ------- -------
TOTALS.................. 81,865 96,831 113,133
====== ====== =======
- --------------------
(1) For merged newspapers and newspaper groups, the year given reflects the
date of origination for the earliest publication.
(2) Circulation averages are according to the most recently released ABC
Audit Report.
(3) Non-daily distribution is solely free distribution and reflects average
distribution for December 2001.
(4) Year presented represents the year the Company started the publication.
THE NEWS-HERALD and THE MORNING JOURNAL serve areas located directly
east and west of Cleveland, respectively. THE NEWS-HERALD, which is one of
Ohio's largest suburban newspapers, serves communities located in Lake and
Geauga counties, two of Ohio's five most affluent counties. Lake and Geauga
counties have populations of 228,400 and 91,800, respectively, and had
population growth of approximately 8% and 32%, respectively, from 1980 to 2001.
Lake and Geauga counties have average household incomes of $67,400 and $92,400,
respectively. THE MORNING JOURNAL serves an area that has a population of
150,800 and had population growth of approximately 3% from 1980 to 2001, and has
average household income of $59,700. The Company's management believes that THE
NEWS-HERALD and THE MORNING JOURNAL compete effectively with Cleveland's major
metropolitan newspaper due to the focus on coverage of local news and local
sports. The Greater Cleveland Cluster benefits from a variety of synergistic
opportunities, including the cross-selling of advertising and editorial
coverage.
CENTRAL NEW ENGLAND. The Company owns five daily and 22 non-daily
publications in the central New England area. The Company's publications in this
cluster include THE HERALD NEWS (Fall River, MA), the TAUNTON DAILY GAZETTE
(Taunton, MA), THE CALL (Woonsocket, RI), THE TIMES (Pawtucket, RI), the KENT
COUNTY DAILY TIMES (West Warwick, RI), acquired August 13, 1999, and two groups
of weekly newspapers serving southern Rhode Island, including South County. The
five daily newspapers have aggregate daily circulation of approximately 72,000
7
and aggregate Sunday circulation of approximately 54,000. The non-daily
publications in this cluster have total distribution of approximately 264,000.
The following table sets forth information regarding the Company's
publications in Central New England:
Year Year Daily Sunday Non-Daily
Publication Originated(1) Acquired Location Circulation(2) Circulation(2) Distribution(3)
----------- ------------- -------- -------- -------------- -------------- ---------------
THE HERALD NEWS........... 1872 1985 Fall River, MA 23,507 25,912
TAUNTON DAILY GAZETTE..... 1848 1996 Taunton, MA 12,906 12,348
THE CALL.................. 1892 1984 Woonsocket, RI 15,876 16,025
THE TIMES................. 1885 1984 Pawtucket, RI 15,172
KENT COUNTY DAILY TIMES 1892 1999 West Warwick, RI 4,761
Southern Rhode Island
Newspapers
8 publications......... 1854 1995 Wakefield, RI 39,922
Hometown Newspapers
6 publications......... 1969 1999 West Warwick, RI 46,411
Fall River, MA,
COUNTY KIDS Taunton, MA &
3 publications......... 1997 1997(4) Pawtucket, RI 51,287
Pawtucket &
NEIGHBORS................. 1999 1999(4) Woonsocket, RI 19,000
TMC (4 publications)...... 107,525
------- ------- --------
TOTALS.................... 72,222 54,285 264,145
======= ======= ========
- ----------------
(1) For merged newspapers and newspaper groups, the year given reflects the date
of origination for the earliest publication.
(2) Circulation averages according to the most recently released ABC Audit
Report.
(3) Non-daily distribution reflects average distribution for December 2001, with
the exception of THE COVENTRY COURIER, THE EAST GREENWICH PENDULUM, THE
NARRAGANSETT TIMES, THE STANDARD TIMES, AND THE CHARIHO TIMES (all Southern
Rhode Island Newspapers) which reflect the CAC Audit Report for the 12 month
period ended June 30, 2001.
(4) Year presented represents the year the Company started the publication.
THE HERALD NEWS and the TAUNTON DAILY GAZETTE are situated 14 miles
apart. Each is approximately 40 miles south of Boston, Massachusetts and 25
miles east of Providence, Rhode Island. The region's second largest shopping
mall, located in Taunton, contains one million square feet of retail space and
approximately 150 stores. THE HERALD NEWS serves an area that has a population
of 167,500, and had population growth of approximately 3% from 1980 to 2001. THE
HERALD NEWS' market area has average household income of $50,300. The TAUNTON
DAILY GAZETTE serves an area that has a population of 137,100 and had population
growth of approximately 32% from 1980 to 2001. The TAUNTON DAILY GAZETTE'S
market area has average household income of $61,500. THE CALL serves an area
that has a population of 186,800 and had population growth of approximately 15%
from 1980 to 2001. THE CALL'S market area has average household income of
$64,200, which is 3% above the national average. THE TIMES serves an area that
has a population of 196,800 and had population growth of approximately 12% from
1980 to 2001. THE TIMES' market area has average household income of $54,100.
Southern Rhode Island Newspapers serve an area that has a population of 162,500
and had population growth of approximately 33% from 1980 to 2001. The Southern
Rhode Island Newspaper market area has average household income of $70,500,
which is 13% above the national average.
No local television stations exist in the communities served by the
Company's Central New England newspapers. Further, the Company believes that its
Central New England properties benefit from fragmented local
8
radio markets. As a result, the Company believes that each of its newspapers is
a significant media outlet in its respective community, thereby making these
newspapers attractive vehicles for area advertisers. The Central New England
newspapers benefit from advertising cross-selling, as well as significant
production and editorial synergies. For example, THE TIMES, THE CALL, and the
KENT COUNTY DAILY TIMES are printed at the same facility, as are the TAUNTON
DAILY GAZETTE and THE HERALD NEWS. Southern Rhode Island Newspapers are printed
at the Company's NEW HAVEN REGISTER facility.
CAPITAL-SARATOGA REGION OF NEW YORK. The Company owns three daily and
five non-daily publications in the Capital-Saratoga Region of New York. The
Company's publications in this cluster include THE RECORD (Troy), THE SARATOGIAN
(Saratoga Springs), the weekly COMMUNITY NEWS, serving Clifton Park, and THE
ONEIDA DAILY DISPATCH. The daily newspapers have aggregate daily circulation of
approximately 40,000 and aggregate Sunday circulation of approximately 36,000.
The non-daily publications in this cluster have total distribution of
approximately 87,000.
The following table sets forth information regarding the Company's
publications in the Capital-Saratoga Region of New York:
Year Year Daily Sunday Non-Daily
Publication Originated(1) Acquired Location Circulation(2) Circulation(2) Distribution(3)
----------- ------------- -------- -------- -------------- -------------- ---------------
THE RECORD................ 1896 1987 Troy 21,912 23,433
THE SARATOGIAN............ 1855 1998 Saratoga 10,856 12,696
Springs
THE ONEIDA DAILY
DISPATCH .............. 1850 1998 Oneida 7,252
Oneida-Chittenango
Pennysavers
2 publications.......... 1957 1998 Oneida 23,085
COMMUNITY NEWS............ 1969 1998 Clifton Park 27,622
TMC (2 publications)...... 35,830
------ ------ ------
TOTALS.................... 40,020 36,129 86,537
====== ====== ======
- ---------------
(1) For merged newspapers and newspaper groups, the year given reflects the date
of origination for the earliest publication.
(2) Circulation averages according to the most recently released ABC Audit
Report.
(3) Non-daily distribution includes both paid and free distribution and reflects
average distribution for December 2001.
THE RECORD and THE SARATOGIAN are situated approximately 26 miles apart.
THE RECORD serves an area that has a population of 177,900, which has remained
substantially unchanged since 1980. THE RECORD'S market has average household
income of $50,000. THE SARATOGIAN serves an area that has a population of
209,300 and had population growth of approximately 24% from 1980 to 2001. THE
SARATOGIAN'S market area has average household income of $59,900. THE ONEIDA
DAILY DISPATCH serves an area that has a population of 72,700, which has
remained substantially unchanged since 1980. THE ONEIDA DAILY DISPATCH'S market
area has average household income of $51,700. No local television stations exist
in the communities which the Company's Capital-Saratoga Region newspapers serve.
Further, the Company believes that its Capital-Saratoga Region properties
benefit from fragmented local radio markets. As a result, the Company believes
that each of its newspapers is a significant media outlet in its respective
community, thereby making these newspapers attractive vehicles for area
advertisers. THE RECORD, THE SARATOGIAN and the COMMUNITY NEWS benefit from
significant cross-selling of advertising. These newspapers also benefit from
significant production and news gathering synergies. THE RECORD, THE SARATOGIAN
and the COMMUNITY NEWS are printed at the Company's plant in Troy, taking
advantage of that plant's excess capacity and achieving significant cost
efficiencies.
9
MID-HUDSON REGION OF NEW YORK. The Company owns one daily newspaper and
15 non-daily publications in the Mid-Hudson Region of New York. The daily
newspaper in this cluster is the DAILY FREEMAN in Kingston. The Company's
non-daily publications in this cluster are the Taconic Press group, a group of
10 non-daily newspapers serving Dutchess County, New York, and THE PUTNAM COUNTY
COURIER, serving Putnam County, New York. The Mid-Hudson Region cluster has
daily circulation of approximately 21,000, Sunday circulation of approximately
28,000 and total non-daily distribution of approximately 301,000.
The following table sets forth information regarding the Company's
publications in the Mid-Hudson Region of New York:
Year Year Daily Sunday Non-Daily
Publication Originated(1) Acquired Location Circulation(2) Circulation(2) Distribution(3)
----------- ------------- -------- -------- -------------- -------------- ---------------
DAILY FREEMAN.............. 1871 1998 Kingston 21,478 28,364
Taconic Press
11 publications.......... 1846 1998 Millbrook 208,799
Roe Jan Independent Publishing
2 publications......... 1973 2001 Hillsdale 25,240
DOORWAYS................... 1983 1998 Kingston 27,697
WHEELS..................... 2001 2001(4) Kingston 38,988
------ ------ -------
TOTALS..................... 21,478 28,364 300,724
====== ====== =======
- ---------------
(1) For merged newspapers and newspaper groups, the year given reflects
the date of origination for the earliest publication.
(2) Circulation averages according to the most recently released ABC Audit
Report.
(3) Non-daily distribution includes both paid and free distribution and is
based on the average distribution for December 2001.
(4) Year presented represents the year the Company started the publication.
The DAILY FREEMAN and Taconic Press serve markets in the Mid-Hudson
region of New York. The DAILY FREEMAN serves an area that has a population of
279,900 and had population growth of approximately 11% from 1980 to 2001. The
DAILY FREEMAN'S market area has average household income of $51,100. Taconic
Press newspapers in Dutchess County serve an area that has a population of
95,400 and had population growth of approximately 8% from 1980 to 2001. The
Taconic Press publications serve markets with average household income of
$74,700, which is 19% above the national average. THE PUTNAM COUNTY COURIER
serves an area that has a population of 97,100 and had population growth of
approximately 32% from 1980 to 2001. THE PUTNAM COUNTY COURIER'S market area has
average household income of $88,600, which is 42% above the national average. On
August 1, 2001, the Company added two non-daily publications to their cluster
with the acquisition of Roe Jan Independent Publishing, Inc., which is based in
Hillsdale, New York.
One independent television station (which serves a regional, rather than
a local audience) exists in the communities that the Mid-Hudson Region
newspapers serve. The Company's management believes that its Mid-Hudson Region
properties benefit from fragmented local radio. Consequently, each of these
newspapers is a significant media outlet in its respective community, thereby
making these newspapers attractive vehicles for area advertisers. The Mid-Hudson
Region newspapers benefits from significant cross-selling of advertising,
production synergies and certain shared newsgathering synergies. Certain
publications in this cluster also benefit from advertising cross-selling with
THE REGISTER CITIZEN (Torrington, CT) and certain of the Housatonic Publications
(New Milford, CT), which serve Litchfield County, Connecticut.
10
ONLINE OPERATIONS
Since 1995, for each of its publications, the Company has been
developing Web sites, which attract readers and advertisers. The Company has
published an online version of the NEW HAVEN REGISTER since 1995 and as of
December 30, 2001 had 133 Web sites, which represent its various newspapers and
magazines. The Company has online editorial content and classified advertising
and automotive advertising through CarCast for each of its daily newspapers and
weekly newspaper groups. The Web sites include local news and sports,
advertising and information, which supplement the Company's newspaper and
magazine publications.
A number of the Web sites can be accessed either individually or through
the Company's "cluster" portal sites, which combine publications within a
specific geographic area. The remaining Company newspapers, along with
CONNECTICUT MAGAZINE, have individual Web sites. All Web sites can be accessed
through the corporate Web site (www.journalregister.com). The following is a
list of the Company's cluster/portal Web sites:
Cluster/portal Site(number of Individual Web
Geographic Cluster Sites)
------------------ --------------------------------------------
Connecticut....................www.CTCentral.com (42)
Greater Philadelphia...........www.allaroundphilly.com (60)
Greater Cleveland..............www.allaroundcleveland.com (3)
Capital-Saratoga Region of
New York.......................www.CapitalCentral.com (4)
Central New England............www.RICentral.com (11)
Mid-Hudson Region of
New York.......................www.midhudsoncentral.com (13)
The primary source of online revenue is classified advertising. For the
year ended December 30, 2001, the 133 Web sites generated approximately $3.5
million of revenue as compared to approximately $3.7 million for the year ended
December 31, 2000. On a same-store basis, which excludes the results of the
Company's newspapers sold in 2000 and 2001 and the Company's acquisitions
completed in 2001, online revenue for the years ended December 30, 2001 and
December 31, 2000 were $3.5 million and $3.0 million, respectively.
ADVERTISING
Substantially all of the Company's advertising revenues are derived from
a diverse group of local retailers and classified advertisers. The Company's
management believes that because its newspapers rely on a broad base of local
retail and local classified advertising, rather than more volatile national and
major account advertising, its advertising revenues tend to be relatively
stable. Local advertising is more stable than national advertising because a
community's need for local services provides a stable base of local businesses
and because local advertisers generally have fewer effective advertising
vehicles from which to choose. Advertising revenues accounted for approximately
73.0% of the Company's total revenues for 2001. The Company's advertising rate
structures vary among its publications and are a function of various factors,
including advertising effectiveness, local market conditions and competition, as
well as circulation, readership, demographics and type of advertising (whether
classified or display). In 2001, local and regional advertising accounted for
the largest share of the Company's advertising revenues (53.7%), followed by
classified advertising (40.9%) and national advertising (5.4%). The Company's
advertising revenues are not reliant upon any one company or industry, but
rather are supported by a variety of companies and industries, including
realtors, car dealerships, grocery stores and other local businesses. No single
advertiser accounted for more than 1% of the Company's total 2001 revenues.
The Company's corporate management works with its local newspaper
management to approve advertising rates and to establish goals for each year
during a detailed annual budget process. As a result, local management is
11
given little latitude for discounting from the approved rates. Corporate
management also works with local advertising staff to develop marketing kits and
presentations utilizing the results of third-party research studies. A portion
of the compensation for the Company's publishers is based upon increasing
advertising revenues. The Company stresses the timely collection of receivables.
Compensation of the Company's sales personnel depends in part upon performance
relative to goals and timely collection of advertising receivables.
Additionally, corporate management facilitates the sharing of advertising
resources and information across the Company's publications. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations --
Certain Factors Which May Affect the Company's Future Performance -- Dependence
on Local Economies."
CIRCULATION
The Company's revenues are derived from home delivery sales of
publications to subscribers and single copy sales made through retailers and
vending racks. Circulation accounted for approximately 22.2% of the Company's
total revenues in 2001. Approximately 64% of 2001 revenues were derived from
subscription sales and approximately 36% from single copy sales. Single copy
rates range from $.35 to $.50 per daily copy and $.75 to $1.75 per Sunday copy.
The Company promotes single copy sales of its newspapers because it believes
these sales have higher readership than subscription sales and that single copy
readers tend to be more active consumers of goods and services, as indicated in
a Newspaper Association of America readership study. Single copy sales also tend
to generate a higher profit than subscription sales, as single copy sales
generally have higher per unit prices and lower distribution costs. As of
December 30, 2001, the Company had total daily paid circulation of 561,000, paid
Sunday circulation of 525,000 and non-daily distribution of approximately 3.4
million, most of which is distributed free of charge.
The Company's corporate management works with its local newspaper
management to establish subscription and single copy rates. In addition, the
Company tracks rates of newspaper returns and customer service calls through
formal reports which are reviewed weekly in an effort to optimize the number of
newspapers available for sale and to improve delivery and customer service. The
Company also implements creative and interactive programs and promotions to
increase readership through both subscription and single copy sales. In recent
years, circulation has generally declined throughout the newspaper industry and
the Company's newspapers have generally experienced this trend, even as overall
operating performance of its newspapers has improved. The Company seeks to
maximize the overall operating performance rather than maximizing circulation of
its individual newspapers.
OTHER OPERATIONS
In December 2001, the Company commenced operations at its newly
constructed production facility, Journal Register Offset, located in Exton,
Pennsylvania. The plant will produce five daily and approximately thirty
non-daily publications of the Company. The Company expects to achieve additional
cost savings and improved product quality as production of these publications is
phased in during 2002.
As of December 30, 2001, the Company owned and operated three commercial
printing facilities: Imprint Printing in North Haven, Connecticut; Nittany
Valley Offset in State College, Pennsylvania; and InterPrint in Bristol,
Pennsylvania. These operations also print certain of the Company's publications.
Commercial printing operations and other revenues accounted for approximately
4.8% of the Company's 2001 revenues.
EMPLOYEES
The Company employed as of December 30, 2001 approximately 4,800
full-time and part-time employees, or 4,100 full-time equivalents. Certain
employees of the Company's newspapers are employed under collective bargaining
agreements.
RAW MATERIALS
The basic raw material for newspapers is newsprint. The Company's
newsprint cost (excluding paper consumed in the Company's commercial printing
operations) was approximately $28 million in 2001, or approximately 7.3% of the
Company's newspaper revenues. In 2001, the Company consumed approximately 47,000
12
metric tons of newsprint, excluding paper consumed in its commercial printing
operations. The average price per metric ton of newsprint based on East Coast
transactions prices in 2001, 2000 and 1999 was $585, $565 and $510,
respectively, as reported by the trade publication PULP AND PAPER WEEKLY. The
Company purchases the majority of its newsprint through its central purchasing
group, Journal Register Supply. The Company has no long-term contracts to
purchase newsprint. Generally, Journal Register Supply purchases all of its
newsprint requirements from two suppliers, although in the future the Company
may purchase newsprint from other suppliers. Historically, the percentage of
newsprint from each supplier has varied. The Company's management believes that
concentrating its newsprint purchases in this way provides a more secure
newsprint supply and lower unit prices. The Company's management also believes
that it purchases newsprint at price levels lower than those that are available
to individually owned small metropolitan and suburban newspapers, and consistent
with price levels generally available to the largest newsprint purchasers. The
available sources of newsprint have been, and the Company believes will continue
to be, adequate to supply the Company's needs. The inability of the Company to
obtain an adequate supply of newsprint in the future could have a material
adverse effect on the financial condition and results of operations of the
Company. Historically, the price of newsprint has been cyclical and volatile.
The Company's average price per ton of newsprint for the full fiscal year
increased approximately 9% in 2001, increased approximately 6% in 2000 and
decreased approximately 13% in 1999. The Company believes that if any price
decrease or increase is sustained in the industry, the Company will also be
impacted by such change. The Company seeks to manage the effects of increases in
prices of newsprint through a combination of, among other things, technology
improvements, including web-width reductions, inventory management and
advertising and circulation price increases. The Company also has reduced fringe
circulation in response to increased newsprint prices, as it is the Company's
experience that such circulation does not provide adequate response for
advertisers.
COMPETITION
While many of the Company's metropolitan and suburban daily newspapers
are the only daily newspapers of general circulation published in their
respective communities, they compete within their own geographic areas with
other daily and weekly newspapers of general circulation published in adjacent
or nearby cities and towns. Competition for advertising revenue and paid
circulation comes from local, regional and national newspapers, shoppers,
television, radio, direct mail, online services and other forms of communication
and advertising media. Competition for newspaper advertising revenue is largely
based upon advertiser results, readership, advertising rates, demographics and
circulation levels, while competition for circulation and readership is based
largely upon the content of the newspaper, its price and the effectiveness of
its distribution. The Company's non-daily publications, including shoppers and
real estate guides, primarily compete with direct mail advertising, shared mail
packages and other private advertising delivery services. The Company's
management believes that, because of the relative competitive position of its
suburban and community non-daily publications in the communities which they
serve, such publications generally have been able to compete effectively with
other forms of media advertising. Commercial printing, a highly competitive
business, is largely driven by price and quality. See "Management's Discussion
and Analysis of Financial Condition and Results of Operations -- Certain Factors
Which May Affect the Company's Future Performance -- Newspaper Industry
Competition."
SEASONALITY
Newspaper companies tend to follow a distinct and recurring seasonal
pattern. The first quarter of the year (January-March) tends to be the weakest
quarter because advertising volume is then at its lowest level. Correspondingly,
the fourth quarter (October-December) tends to be the strongest quarter as it
includes heavy holiday season advertising.
ENVIRONMENTAL MATTERS
As is the case with other newspaper and similar publishing companies,
the Company is subject to a wide range of federal, state and local environmental
laws and regulations pertaining to air and water quality, storage tanks and the
management and disposal of wastes at its facilities. To the best of the
Company's knowledge, its operations are in material compliance with applicable
environmental laws and regulations, as currently interpreted. Management
believes that continued compliance with these laws and regulations would not
have a material adverse effect on the Company's financial condition or results
of operations.
13
REGULATION
Paid or requestor circulation newspapers with "periodical" mailing
privileges are required to obtain a "periodical" permit from, and file an annual
Statement of Ownership, Mailing and Circulation with the United States Postal
Service. There is no significant regulation with respect to acquisition of
newspapers other than filings under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended.
ITEM 2. PROPERTIES.
As of December 30, 2001, the Company operated 139 facilities used in the
course of producing and publishing its daily and non-daily publications.
Approximately 100 of these facilities are leased for terms ranging from one to
five years. These leased facilities range in size from approximately 160 to
70,000 square feet. The location and approximate size of the principal physical
properties (greater than 1,500 square feet) used by the Company at December 30,
2001, as well as the expiration date of the leases relating to such properties
which the Company leases are set forth below:
APPROXIMATE AREA IN SQUARE FEET
-------------------------------
LOCATION OWNED SQUARE FEET LEASED SQUARE FEET LEASE EXPIRATION DATE
-------- ----------------- ------------------ ---------------------
Ansonia, CT........................... 18,400(1) 2,500(1) 6/14/02
Bristol, CT........................... 40,000(1)
Colchester, CT........................ 1,900(1) 12/31/02
Middletown, CT........................ 30,000(1)
Milford, CT........................... 11,745(1)
New Britain, CT....................... 33,977(1)(3)
New Haven, CT......................... 205,000(1)(3) 13,000(4) 1/31/04
New Milford, CT....................... 6,840(1) 8/15/03
North Haven, CT....................... 24,000(1)(3) 10,000(3)(4) 12/31/05
Old Saybrook, CT...................... 1,950(1) 3/31/04
Torrington, CT........................ 36,120(1)(3)
Trumbull, CT.......................... 5,628(1) 1/9/04
Westport, CT.......................... 1,620(1) 12/31/02
Fall River, MA........................ 57,571(1)(3)
Taunton, MA........................... 21,100(1)
Medford, NJ........................... 4,629(1) 12/31/04
Moorestown, NJ........................ 2,000(1) 8/31/02
Trenton, NJ........................... 54,600(1)(3) 18,889(2) 11/30/05
Turnersville, NJ...................... 11,032(1)
Kingston, NY.......................... 25,800(1)(3)
Millbrook, NY......................... 5,000(1)
Oneida, NY............................ 24,000(1)(3)
Rhinebeck, NY......................... 2,000(1)
Saratoga, NY.......................... 11,000(1)
Troy, NY.............................. 50,000(1)(3)
Lorain, OH............................ 68,770(1)(3)
Willoughby, OH........................ 80,400(1)(3)
Ardmore, PA........................... 25,250(1) 2,368(1) 12/31/02
Bristol, PA........................... 70,000(1)(3) 12/31/04
Exton, PA............................. 86,395(3)
Fort Washington, PA................... 23,490(1)(3) 7,500(1) 9/30/03
Holmes, PA............................ 8,000(1)
Kennett Square, PA.................... 2,500(1) 8/31/02
Lansdale, PA.......................... 22,400(1)(3)
Media, PA............................. 4,500(1) 4/30/04
Newtown, PA........................... 2,700(1) 3/31/03
Philadelphia, PA...................... 6,010(1) 1,500(1) 9/30/02
Phoenixville, PA...................... 10,696(1)
Norristown, PA........................ 40,000(1)(3)
Pottstown, PA......................... 48,000(1)(3) 7,031(3) 10/31/02
Primos, PA............................ 85,000(1)(3)
Quarryville, PA....................... 4,755(1) 4/3/06
14
APPROXIMATE AREA IN SQUARE FEET
-------------------------------
LOCATION OWNED SQUARE FEET LEASED SQUARE FEET LEASE EXPIRATION DATE
-------- ----------------- ------------------ ---------------------
Souderton, PA......................... 1,750(1) 12/31/05
State College, PA..................... 23,365(1)(3) 2,800(4) 8/31/02
Wayne, PA............................. 11,980(1)
West Chester, PA...................... 34,000(1)(3)
Pawtucket, RI......................... 41,096(1)
Wakefield, RI......................... 11,750(1)
West Warwick, RI...................... 13,650(1)
Woonsocket, RI........................ 49,338(1)(3)
- ----------------------------------
(1) Offices
(2) Corporate headquarters
(3) Production facility
(4) Warehouse
Management believes that all of its properties are in good condition,
are generally well maintained and are adequate for their current operations. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations - Liquidity and Capital Resources."
ITEM 3. LEGAL PROCEEDINGS.
The Company is involved in a number of litigation matters, which have
arisen in the ordinary course of business. The Company believes that the outcome
of these legal proceedings will not have a material adverse effect on the
Company's financial condition or results of operations. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations --
Certain Factors Which May Affect the Company's Future Performance -
Environmental Matters."
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth certain information as of December 30,
2001 with respect to each person who is an executive officer of the Company as
of such date:
OFFICER POSITION
- ------- --------
Robert M. Jelenic....................................... Chairman, President and Chief Executive Officer
Jean B. Clifton......................................... Executive Vice President, Chief Financial
Officer and Secretary
Thomas E. Rice.......................................... Senior Vice President, Operations
Allen J. Mailman........................................ Senior Vice President, Technology
W. Wilson Dorward....................................... Senior Vice President, Finance and Treasurer
William J. Higginson.................................... Vice President, Production
Edward J. Melando....................................... Vice President, Corporate Controller
ROBERT M. JELENIC is the Chairman, President and Chief Executive Officer
of the Company. He has been President and Chief Executive Officer since the
inception of the Company, and has been a director of the Company and its
predecessors for more than the past ten years. A Chartered Accountant, Mr.
Jelenic began his business career with Arthur Andersen in Toronto, Canada. Mr.
Jelenic has 26 years of senior management experience in the newspaper industry,
including 12 years with the Toronto Sun Publishing Corp. Mr. Jelenic graduated
Honors Bachelor of Commerce from Laurentian University, Sudbury, Ontario. Mr.
Jelenic is a director of the NAA. Mr. Jelenic is 51 years old.
15
JEAN B. CLIFTON has been a director of the Company and its predecessors
for more than the past ten years. Ms. Clifton is the Executive Vice President,
Chief Financial Officer and Secretary of the Company, positions she has held
since the Company's inception. Prior to joining the Company, Ms. Clifton, a
Certified Public Accountant, was employed by Arthur Young & Co. (a predecessor
to Ernst & Young LLP). Ms. Clifton has 16 years of senior management experience
in the newspaper industry. Ms. Clifton is a member of the Honorary Advisory
Board of KidsBridge Children's Cultural Center in Trenton, the Board of
Directors of the Fresh Air Fund, the Board of Directors of the Lower Bucks
Chapter of the American Red Cross and the Employee Benefits Committee of the
Newspaper Association of America. Ms. Clifton is 40 years old.
THOMAS E. RICE is Senior Vice President of Operations of the Company, a
position he has held since November 2000. From the inception of the Company to
November 2000, Mr. Rice was located in St. Louis, Missouri, where he was
President and Chief Executive Officer of Suburban Newspapers of Greater St.
Louis and THE TELEGRAPH in Alton, Illinois, which the Company sold in 2000. Mr.
Rice began his career with Lee Enterprises in 1963 and has held senior
management positions with Tribune Co., Times Mirror, Media News and the Chicago
Sun Times. Mr. Rice has 39 years of experience in the newspaper industry. Mr.
Rice is a member of the Newsprint Committee of the NAA. Mr. Rice attended the
University of Nebraska and Roosevelt University in Chicago. Mr. Rice is 57 years
old.
ALLEN J. MAILMAN is Senior Vice President of Technology of the Company,
a position he has held since February 1999. From March 1994 to February 1999, he
was Vice President of Technology of the Company. From the Company's inception in
1990 to March 1994, Mr. Mailman was Corporate Director of Information Services
of the Company. Mr. Mailman has 27 years of management experience in the
newspaper industry, including 14 years with Newhouse Publications. Mr. Mailman
received a Bachelor of Arts degree in Economics and Mathematics from the
University of Oklahoma. Mr. Mailman is 54 years old.
W. WILSON DORWARD is Senior Vice President, Finance and Treasurer of the
Company, a position he has held since joining the Company in March 1999. Prior
to joining the Company, Mr. Dorward held positions as Chief Financial Officer of
GOCOM Communications, LLC, a television and radio operator, and as Vice
President and Treasurer of Susquehanna Pfaltzgraff Co., a media and
manufacturing company. Mr. Dorward has 21 years of media industry experience.
Mr. Dorward received a Master of Business Administration from the Wharton
Graduate Division, University of Pennsylvania and a Juris Doctor from the
Dickinson School of Law. Mr. Dorward is 53 years old.
WILLIAM J. HIGGINSON is Vice President of Production of the Company, a
position he has held since July 1995. From January 1994 to July 1995, he was
Corporate Production Director of the Company. Prior to that, from January 1991
to January 1994, he was Production Director of the NEW HAVEN REGISTER and from
1989 to January 1991 he was Production Director of THE TRENTONIAN. Mr. Higginson
has 29 years of experience in the newspaper industry. Mr. Higginson is 46 years
old.
EDWARD J. MELANDO is Vice President and Corporate Controller of the
Company, a position he was promoted to in September 2001. Mr. Melando joined
Journal Register Company in August 2000 as Corporate Controller. Prior to
joining the Company, Mr. Melando was Controller for Asarco Incorporated, a
public multinational Fortune 500 mining company, where he had worked for 16
years in various financial positions. Prior to that he was a senior auditor at
Deloitte, Haskins and Sells (a predecessor to Deloitte and Touche). Mr. Melando
is a Certified Public Accountant and has a Bachelor of Science degree in
Management Science from Kean College of New Jersey. Mr. Melando is 46 years old.
16
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
The Company's common stock, par value $0.01 per share (the "Common
Stock"), commenced trading on the New York Stock Exchange on May 8, 1997 under
the symbol "JRC." The following table reflects the high and low sale prices for
the Common Stock, based on the daily composite listing of stock transactions for
the New York Stock Exchange, for the periods indicated:
December 31, 2001 December 31, 2000
--------------------- ----------------------
HIGH LOW HIGH LOW
---- --- ---- ---
Fourth Quarter $21.13 $15.00 $18.50 $15.13
Third Quarter 18.25 15.69 19.38 15.75
Second Quarter 18.25 15.13 18.88 12.88
First Quarter 17.63 15.75 15.88 11.44
On March 27, 2002, there were approximately 84 stockholders of record of
the Common Stock. The Company believes that it has approximately 2,329
beneficial owners.
The Company has not paid dividends on the Common Stock and does not
currently anticipate paying dividends on the Common Stock. The Company currently
intends to retain future cash flow to increase shareholder value by acquiring
additional newspapers, reducing debt, purchasing the Company's stock and
reinvesting in the Company's operations. In addition, the Company's Credit
Agreement (as hereinafter defined) places limitations on the Company's ability
to pay dividends or make any other distributions on the Common Stock. See Note 4
of "Notes to Consolidated Financial Statements." Any future determination as to
the payment of dividends will be subject to such prohibitions and limitations,
will be at the discretion of the Company's Board of Directors and will depend on
the Company's results of operations, financial condition, capital requirements
and other factors deemed relevant by the Board of Directors.
Journal Register Company conducts its operations through direct and
indirect subsidiaries. The Company's available cash will depend upon the cash
flow of its subsidiaries and the ability of such subsidiaries to make funds
available to the Company in the form of loans, dividends or otherwise. The
subsidiaries are separate and distinct legal entities and have no obligation,
contingent or otherwise, except as required by the Credit Agreement, to make
funds available to the Company, whether in the form of loans, dividends or
otherwise. The Credit Agreement is secured by substantially all of the assets of
the Company and the common stock and assets of the Company's subsidiaries. In
addition, the Company's subsidiaries may, subject to limitations contained in
the Credit Agreement, become parties to financing arrangements which may contain
limitations on the ability of such subsidiaries to pay dividends or to make
loans or advances to the Company. In the event of any insolvency, bankruptcy or
similar proceedings of a subsidiary, creditors of such subsidiary would
generally be entitled to priority over the Company with respect to assets of the
affected subsidiary.
17
ITEM 6. SELECTED FINANCIAL DATA.
The following selected financial data (except number of newspapers) has
been derived from the audited financial statements of the Company and should be
read in conjunction with "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and the Consolidated Financial Statements
and notes thereto included elsewhere in this report:
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED
DECEMBER 30, DECEMBER 31, DECEMBER 26, DECEMBER 31,
----------------------
2001 2000(1) 1999(2) 1998 1997
----------- ----------- ------------ ------ ------
(Dollars in thousands, except per share amounts and number of newspapers)
STATEMENT OF INCOME DATA:
Revenues:
Advertising........................................ $ 287,859 $ 343,130 $ 348,995 $ 312,908 $ 266,914
Circulation........................................ 87,737 96,852 96,783 89,388 80,211
Newspaper revenues....................................... 375,596 439,982 445,778 402,296 347,125
Commercial printing and other............................ 18,809 23,987 23,787 24,484 12,282
394,405 463,969 469,565 426,780 359,407
Operating expenses:
Salaries and employee benefits..................... 140,522 155,161 157,110 139,216 114,302
Newsprint, ink and printing charges................ 37,741 46,533 48,432 53,594 40,452
Selling, general and administrative................ 47,810 47,008 45,318 39,047 30,450
Depreciation and amortization...................... 26,317 27,616 28,798 23,844 20,480
Other.............................................. 53,474 58,395 57,975 52,012 40,783
Special charge(3).................................. - - - - 31,899
305,804 334,713 337,663 307,713 278,366
Operating income......................................... 88,541 129,256 131,932 119,067 81,041
Net interest and other expense........................... (30,490) (48,020) (52,347) (45,321) (42,288)
Gain on sale of newspaper properties..................... 32,212 180,720 - - -
Income before provision for income taxes,
equity interest and extraordinary item............. 90,263 261,956 79,585 73,746 38,753
Provision for income taxes............................... 10,818 90,951 31,694 28,112 15,784
Income before extraordinary item
and equity interest................................ 79,445 171,005 47,891 45,634 22,969
Equity interest.......................................... (1,313) (1,625) (226) - -
Income before extraordinary item......................... 78,132 169,381 47,665 45,634 22,969
Extraordinary item (4)................................... - - - (4,495) -
Net income............................................... $ 78,132$ $ 169,381 $ 47,665 $ 41,139 $ 22,969
Income before extraordinary item per common share:
Basic.............................................. $ 1.85 $ 3.74 $ 1.02 $ 0.94 $ 0.51
Diluted............................................ $ 1.83 $ 3.72 $ 1.02 $ 0.94 $ 0.51
Net income per common share:
Basic.............................................. $ 1.85 $ 3.74 $ 1.02 $ 0.85 $ 0.51
Diluted............................................ $ 1.83 $ 3.72 $ 1.02 $ 0.85 $ 0.51
OTHER DATA:
EBITDA(5)(6)............................................. $ 114,858 $ 156,871 $ 160,730 $ 146,706 $ 133,420
EBITDA Margin(5)(6)...................................... 29.1% 33.8% 34.2% 34.4% 37.1%
Tangible net income, as adjusted(5)(6)................... $ 46,641 $ 60,960 $ 58,887 $ 55,537 $ 46,042
Tangible net income, as adjusted, per common share(5)(6). $ 1.09 $ 1.34 $ 1.26 $ 1.14 $ 1.02
Capital expenditures(7).................................. $ 34,929 $ 21,550 $ 18,081 $ 14,353 $ 9,727
Net cash provided by (used in):
Operating activities............................... $ 77,666 $ 62,915 $ 90,595 $ 80,344 $ 66,030
Investing activities............................... $ (58,107) $ 195,206 $ (32,727) $ (354,213) $ (19,447)
Financing activities............................... $ (25,944) $ (254,716) $ (63,320) $ 274,228 $ (46,946)
Number of newspapers, end of period:
Daily.............................................. 23 24 25 24 18
Non-Daily.......................................... 206 158 200 185 141
18
ITEM 6. SELECTED FINANCIAL DATA. (CONTINUED)
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED
DECEMBER 30, DECEMBER 31, DECEMBER 26, DECEMBER 31,
--------------------------
2001 2000(1) 1999(2) 1998 1997
------------ -------------- ------------- ---------- ----------
BALANCE SHEET DATA: (Dollars in thousands)
Total current assets.............................. $ 66,573 $ 79,359 $ 88,397 $ 81,878 $ 77,833
Property, plant and equipment, net................ 124,440 104,178 107,522 99,978 92,620
Total assets...................................... 711,171 657,350 687,180 671,869 327,931
Total current liabilities, less current
maturities of long-term debt....................... 62,877 51,542 53,380 50,124 39,034
Total debt, including current maturities.......... 522,771 494,635 731,467 765,000 490,774
Stockholders' deficit.............................. (36,198) (55,726) (207,383) (225,313) (266,242)
- -------------------
(1) The Company's fiscal year ends on the nearest Sunday to the end of the
calendar year, consequently, the Company's fiscal year ended December 31,
2000 consisted of 53 weeks.
(2) In 1999, the Company changed its fiscal year from a calendar year to a
52/53 week fiscal year ending on the nearest Sunday to the end of the
calendar year.
(3) The 1997 special charge of $31.9 million (before benefit for income taxes
of $13.0 million) was incurred in connection with the Company's initial
public offering and was comprised of a $28.4 million management bonus and
$3.5 million for the discontinuance of a management incentive plan. The
management bonus was comprised of 1.1 million shares of Common Stock and a
cash portion to satisfy the recipients' tax obligations arising from the
management bonus.
(4) The 1998 extraordinary item represents a charge of $4.5 million (net of
tax) related to the early extinguishment of debt in connection with the
prior credit agreement.
(5) The 1998 data excludes the effects of special charges ($3.8 million, before
tax benefit, $3.2 million of which was recorded in selling, general and
administrative, and approximately $630,000 in other expenses) related to
the cancellation of the Company's convertible debt offering, the
integration of the acquired assets of the Goodson Newspaper Group, and an
increase to certain receivable reserves and the extraordinary item ($4.5
million, net of tax) discussed in Note (4) above. The 1997 data excludes
the effect of the special charge of $31.9 million (before benefit for
income taxes of $13.0 million) as discussed above in Note (3).
(6) EBITDA is defined by the Company as operating income (loss) plus
depreciation, amortization and other non-cash, special or non-recurring
charges. Tangible net income is defined as net income, excluding equity
interest, plus after-tax amortization. EBITDA and tangible net income are
not intended to represent cash flow from operations and should not be
considered as alternatives to operating or net income computed in
accordance with accounting principles generally accepted in the United
States ("GAAP") as indicators of the Company's operating performance, as
alternatives to cash from operating activities (as determined in accordance
with GAAP) or as measures of liquidity.
The Company believes that EBITDA is a standard measure commonly reported
and widely used by analysts, investors and other interested parties in the
media industry. Accordingly, this information has been disclosed herein to
permit a more complete comparative analysis of the Company's operating
performance relative to other companies in the industry. However, not all
companies calculate EBITDA and tangible net income using the same methods;
therefore, the EBITDA and tangible net income figures set forth above may
not be comparable to EBITDA and tangible net income reported by other
companies. Certain covenants contained in the Company's Credit Agreement
are based upon EBITDA. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations." Tangible net income per
share is calculated using the weighted-average shares outstanding on a
diluted basis.
19
(7) Capital expenditures, excluding capitalized interest, associated with the
Company's new Philadelphia printing facility (Journal Register Offset) were
$22.8, $10.8 and $1.8 million in fiscal years 2001, 2000 and 1999,
respectively. Capitalized interest associated with Journal Register Offset
was $1.3 million and $601,000 in fiscal years 2001 and 2000, respectively.
The plant began operating in December 2001.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
THE FOLLOWING DISCUSSION AND ANALYSIS SHOULD BE READ IN CONJUNCTION WITH
THE HISTORICAL CONSOLIDATED FINANCIAL STATEMENTS AND NOTES THERETO AND THE OTHER
FINANCIAL INFORMATION APPEARING ELSEWHERE IN THIS REPORT.
GENERAL
The Company's business is publishing newspapers in the United States,
where its publications are primarily daily and non-daily newspapers. The
Company's revenues are derived primarily from advertising, paid circulation and
commercial printing.
As of December 30, 2001, the Company owned and operated 23 daily
newspapers and 206 non-daily publications strategically clustered in six
geographic areas: Connecticut; Greater Philadelphia; Greater Cleveland Area of
Ohio; Central New England; and the Capital-Saratoga and Mid-Hudson, New York
regions. As of December 30, 2001, the Company had total paid daily circulation
of approximately 561,000, total paid Sunday circulation of approximately 525,000
and total non-daily distribution of approximately 3.4 million.
The Company's objective is to continue its growth in revenues, EBITDA
and net income. The principal elements of the Company's strategy are to: (i)
expand advertising revenues and readership, (ii) grow by acquisition, (iii)
capture synergies from geographic clustering and (iv) implement consistent
operating policies and standards. From 1993 through 2001, the Company
successfully completed 22 strategic acquisitions, acquiring 14 daily newspapers,
172 non-daily publications and three commercial printing companies, two of which
print a number of the non-daily publications; the third is a premium quality
sheet-fed printing company.
The Company sold certain of its operations in the Greater St. Louis area
in two transactions in August and October of 2000. The Company also sold two
daily newspapers and a commercial printing operation in the south central part
of Ohio on January 31, 2001. This sales process, which was announced in February
2000 and completed on January 31, 2001, resulted in a strategic repositioning of
the Company's operation in six geographic clusters and a reduction in the
Company's leverage. The proceeds were used to reduce the Company's outstanding
debt, to purchase treasury shares and for strategic acquisitions.
On January 31, 2001, the Company completed the acquisition of the
Pennsylvania and New Jersey newspaper operations from Chesapeake Publishing
Corporation. Total non-daily distribution of the 13 publications acquired from
Chesapeake Publishing Corporation is approximately 90,000. On June 7, 2001, the
Company completed the acquisition of the weekly Montgomery Newspaper Group
community newspaper operations, which are based in Fort Washington,
Pennsylvania, from Metroweek Corporation. Total distribution of these 24
non-daily publications is approximately 283,000. On August 1, 2001, the Company
completed the acquisition of Roe Jan Independent Publishing, Inc., which is
based in Hillsdale, New York. Total distribution of the two non-daily
publications included in this purchase is approximately 26,000. On September 14,
2001, the Company completed the acquisition of THE REPORTER, a
19,000-circulation daily newspaper based in Lansdale, Pennsylvania. On October
25, 2001, the Company completed the acquisition of THE LITCHFIELD COUNTY TIMES,
a weekly newspaper based in New Milford, Connecticut, with circulation of
approximately 15,000. The acquisition also included three lifestyle magazines
serving Connecticut and New York, with total monthly distribution of
approximately 90,000.
The Company's management believes that its newspapers are effective in
addressing the needs of local readers and advertisers. The Company's management
believes that because its newspapers rely on a broad base of local retail and
local classified advertising, rather than more volatile national and major
account advertising, its advertising revenues tend to be relatively stable.
20
As part of the Company's strategy, the Company focuses on increasing
advertising and circulation revenues and expanding readership at its existing
and newly acquired properties. The Company has also developed certain operating
policies and standards which it believes have resulted in significant
improvements in the cash flow and profitability of its existing and acquired
newspapers, including: (i) focusing on local content, (ii) maintaining and
improving product quality, (iii) enhancing distribution and (iv) promoting
community involvement.
In addition, the Company is committed to expanding its business through
its Internet initiatives. The Company's online objective is to make
journalregister.com Web sites the indispensable source of useful and reliable
community news, sports and information in their markets by making its Web sites
the local information portal for their markets. As of December 30, 2001, the
Company operated 133 Web sites featuring the Company's daily newspapers and
non-daily publications.
In 1999, the Company elected to change its fiscal year from a calendar
year end to a fiscal year ending on the nearest Sunday to the end of the
calendar year. Accordingly, the Company's recent fiscal years ended on December
30, 2001, December 31, 2000, and December 26, 1999.
YEAR ENDED DECEMBER 30, 2001 COMPARED TO THE YEAR ENDED DECEMBER 31, 2000
FOR COMPARISON PURPOSES, WHERE NOTED, THE COMPANY'S FISCAL YEARS 2001 AND 2000
RESULTS ARE PRESENTED ON A SAME-STORE BASIS, WHICH EXCLUDES THE RESULTS OF THE
GREATER ST. LOUIS CLUSTER NEWSPAPERS SOLD IN 2000, THE OHIO NEWSPAPERS SOLD IN
2001, AND THE COMPANY'S ACQUISITIONS COMPLETED IN 2001. ALSO, WHERE NOTED, THE
COMPANY'S RESULTS ARE PRESENTED ON A COMPARABLE DAY BASIS, WHICH REFLECTS AN
ADJUSTMENT TO ELIMINATE THE ESTIMATED IMPACT OF THE ADDITIONAL WEEK INCLUDED IN
THE COMPANY'S 2000 RESULTS. IN 2000, THE COMPANY HAD A 53-WEEK FISCAL YEAR AS
COMPARED TO A 52-WEEK FISCAL YEAR IN 2001.
SUMMARY. Net income for the year ended December 30, 2001 was $78.1
million, or $1.83 per diluted share, versus $169.4 million, or $3.72 per diluted
share, for the year ended December 31, 2000. Excluding special items, earnings
per diluted share were $0.80 and $1.07 for the years ended December 30, 2001 and
December 31, 2000, respectively.
The special items reported in the 2001 and 2000 results include a $32.2
million pre-tax ($42.1 million after-tax) gain on the sale of the Company's Ohio
operations in 2001, and a $180.7 million pre-tax ($113.0 million after-tax) gain
on the sale of the Company's St. Louis cluster operations in 2000 and reversals
of certain tax accruals in both years.
REVENUES. Reported revenues were $394.4 million for the year ended
December 30, 2001 as compared to $464.0 million for the year ended December 31,
2000. The decline was mainly due to the sale of the Company's St. Louis cluster
and Ohio operations, a 52-week fiscal year in 2001 versus a 53-week fiscal year
in 2000, and lower advertising revenues resulting from a decline in the U.S.
economy.
SAME-STORE REVENUES. Same-store revenues decreased by 6.7% to $375.5
million or approximately 4.9% on a comparable day basis. On a same-store,
comparable day basis, advertising revenues decreased 6.0%, circulation revenues
decreased 1.4% and commercial print revenues decreased 4.3%. Online revenues on
the same basis, included in advertising revenues, increased approximately 15.5%
to $3.5 million.
SALARIES AND EMPLOYEE BENEFITS. Salaries and employee benefit expenses
were 35.6% of the Company's revenues for the year ended December 30, 2001,
compared to 33.4% for the year ended December 31, 2000. Salaries and employee
benefits decreased $14.6 million, or 9.4%, in 2001 to $140.5 million. Same-store
salaries and employee benefits decreased $6.1 million, or 4.5%, primarily due to
a reduction in headcount, lower cost of retiree benefits, and one less week in
fiscal year 2001.
NEWSPRINT, INK AND PRINTING CHARGES. For the year ended December 30,
2001, newsprint, ink and printing charges were 9.6% of the Company's revenues,
as compared to 10.0% for the year ended December 31, 2000. Newsprint, ink and
printing charges decreased $8.8 million, or 18.9%, for the year ended December
30, 2001 as compared to the prior year due to the dispositions of certain
newspaper properties. On a same-store, compariable day basis, newsprint, ink and
21
printing charges increased approximately $1.2 million, or 3.6%, primarily due to
an increase of approximately 9.2% in newsprint prices, offset partially by a
decrease in newsprint consumption of approximately 7.0%.
SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and administrative
expenses were 12.1% and 10.1% of the Company's revenues for the years ended
December 30, 2001 and December 31, 2000, respectively. On a same-store basis,
selling, general and administrative expenses for the year ended December 30,
2001 increased $4.2 million from $40.7 million to $44.9 million, due primarily
to increased promotional activity associated with the Company's focus on
increasing revenues.
DEPRECIATION AND AMORTIZATION. Depreciation and amortization expenses
were 6.7% and 6.0% of the Company's revenues for the years ended December 30,
2001 and December 31, 2000, respectively. Depreciation and amortization expenses
decreased $1.3 million, or 4.7%, to $26.3 million for the year ended December
30, 2001 primarily due to the dispositions of certain newspaper properties. On a
same-store basis, depreciation and amortization expense was flat for the year
ended December 30, 2001 as compared to the year ended December 31, 2000.
OTHER EXPENSES. Other expenses were $53.5 million for the year ended
December 30, 2001 as compared to $58.4 million for the year ended December 31,
2000. On a same-store basis, other expenses increased approximately $700,000, or
1.4%, to $50.7 million due in part to increases in promotional expenses.
OPERATING INCOME. Operating income decreased $40.7 million, or 31.5%,
for the year ended December 30, 2001 to $88.5 million as compared to $129.3
million in 2000. Same-store operating income decreased $26.2 million, or 23.1%,
to $87.1 million.
NET INTEREST AND OTHER EXPENSES. Net interest and other expense
decreased $17.5 million for the year ended December 30, 2001 as compared to the
year ended December 31, 2000, principally due to a reduction in average net debt
outstanding and lower weighted average interest rates during 2001 as compared to
2000. The reduction in average net debt is due primarily to the sales of the St.
Louis cluster and Ohio properties and strong free cash flow generated from
operations, partially offset by funds used for share repurchases, acquisitions
and the Philadelphia plant in 2001.
GAINS ON THE SALES OF NEWSPAPER PROPERTIES. On August 10, 2000, the
Company completed its sale of substantially all of the assets of the Suburban
Newspapers of Greater St. Louis and all of the issued and outstanding capital
stock of The Ladue News, Inc. (collectively, "St. Louis") and reported a pre-tax
gain of $141.1 million ($88.4 million after-tax) on the sale. On October 24,
2000, the Company sold substantially all the assets of its Alton, Illinois
newspaper, THE TELEGRAPH ("Alton") and reported a pre-tax gain of $39.6 million
on the sale ($24.6 million after-tax). On January 31, 2001, the Company
completed the sale of the assets of THE TIMES REPORTER, Dover/New Philadelphia,
Ohio (including Midwest Offset, one of the Company's commercial printing
companies co-located with THE TIMES REPORTER), and THE INDEPENDENT, Massillon,
Ohio and reported a pre-tax gain of $32.2 million ($42.1 million gain
after-tax).
PROVISION FOR INCOME TAXES. The provision for income taxes was $10.8
million for the fiscal year ended December 30, 2001 as compared to $91.0 million
for the fiscal year ended December 31, 2000. Included in the tax provision for
fiscal year 2001 is a $9.9 million tax benefit on the gain on sale of the
Company's Dover/New Philadelphia and Massillon properties, which was recorded
due to the realization of previously unrecognized book/tax differences and a
$1.8 million reversal of certain accruals which were determined to no longer be
required. Included in the provision for fiscal 2000 is $67.7 million of income
taxes provided for the sale of the St. Louis cluster partially offset by a $8.0
million reversal of certain accruals which were determined to be no longer
required. Excluding these special items in each year, the Company's effective
tax rate for fiscal years 2001 and 2000 were 38.9% and 38.4%, respectively.
EQUITY INTEREST. The loss on equity interest of $1.3 million recorded
for the year ended December 30, 2001 represents the Company's pro rata share
(7.56%) of the net loss for the period of AdOne, LLC, a provider of classified
advertising on the Internet, and compares to a loss on equity interest of $1.6
million in the prior year.
22
OTHER INFORMATION. Tangible net income for the year ended December 30,
2001 was $46.6 million, or $1.09 per share, as compared to $61.0 million, or
$1.34 per share, for the year ended December 31, 2000.
YEAR ENDED DECEMBER 31, 2000 COMPARED TO THE YEAR ENDED DECEMBER 26, 1999
FOR COMPARISON PURPOSES, WHERE NOTED, THE COMPANY'S FISCAL YEARS 2000 AND 1999
RESULTS ARE PRESENTED ON A PRO FORMA BASIS, WHICH EXCLUDES THE RESULTS OF THE
GREATER ST. LOUIS CLUSTER NEWSPAPERS SOLD IN 2000. ALSO, WHERE NOTED, THE
COMPANY'S RESULTS ARE PRESENTED ON A COMPARABLE DAY BASIS, WHICH ADJUSTS FOR THE
ESTIMATED IMPACT OF THE ADDITIONAL DAYS RESULTING FROM THE COMPANY'S 53-WEEK
FISCAL YEAR 2000 AS COMPARED TO THE 52-WEEK FISCAL YEAR 1999.
SUMMARY. Net income for the year ended December 31, 2000 was $169.4
million, or $3.72 per diluted share, versus $47.7 million, or $1.02 per diluted
share, for the year ended December 26, 1999. Excluding special items, earnings
per diluted share were $1.07 for the year ended December 31, 2000. EBITDA for
the year ended December 31, 2000, on a pro forma basis, increased $3.8 million
to $145.9 million as compared to the prior year.
The special items reported in the 2000 results include a $180.7 million
pre-tax gain on the sale of the Company's St. Louis cluster operations and the
reversal of certain tax accruals.
REVENUES. Reported revenues were $464.0 million for the year ended
December 31, 2000 as compared to $469.6 million for the year ended December 26,
1999. The decline was mainly due to the sale of St. Louis cluster, partially
offset by increased revenues resulting from the Company's change to a fiscal
52/53-week year and higher advertising revenues.
PRO FORMA REVENUES. Pro forma revenues increased by 4.1% to $420.4
million or approximately 1.8% on a comparable day basis. On a comparable day
basis, increases in advertising revenues of approximately 3.1% and commercial
print revenues of 1.5% were partially offset by lower circulation revenues.
Online revenues, included in advertising revenues, were approximately $3.3
million, an increase of approximately 30.0%.
SALARIES AND EMPLOYEE BENEFITS. Salaries and employee benefit expenses
were 33.4% of the Company's revenues for the year ended December 31, 2000
compared to 33.5% for the year ended December 26, 1999. Salaries and employee
benefits decreased $1.9 million, or 1.2%, in 2000 to $155.2 million. Pro forma
salaries and employee benefits increased $3.4 million, or 2.5%, mainly due to
the additional days in 2000 resulting from the Company's change to a fiscal
52/53-week year.
NEWSPRINT, INK AND PRINTING CHARGES. For the year ended December 31,
2000, newsprint, ink and printing charges were 10.0% of the Company's revenues,
as compared to 10.3% for the year ended December 26, 1999. Newsprint, ink and
printing charges decreased $1.9 million, or 3.9%, for the year ended December
31, 2000 as compared to the prior year due to the sale of the St. Louis cluster.
Pro forma newsprint, ink and printing charges increased $2.0 million, or 5.6%,
primarily due to an increase of approximately 6% in newsprint prices and the
estimated impact of the additional days in 2000 as compared to 1999 resulting
from the Company's change to a fiscal year, partially offset by a reduction in
consumption.
SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and administrative
expenses were 10.1% and 9.7% of the Company's revenues for the years ended
December 31, 2000 and December 26, 1999, respectively. On a pro forma basis,
selling, general and administrative expenses for the year ended December 31,
2000 increased $4.1 million from $37.8 million to $41.9 million, due primarily
to increased promotional activity associated with the Company's revenue growth
and the estimated impact of the additional days in 2000 as compared to 1999
resulting from the Company's change to a fiscal year.
DEPRECIATION AND AMORTIZATION. Depreciation and amortization expenses
were 6.0% and 6.1% of the Company's revenues for the years ended December 31,
2000 and December 26, 1999, respectively. Depreciation and amortization expenses
decreased $1.2 million, or 4.1%, to $27.6 million for the year ended December
31, 2000 primarily due to the sale of the St. Louis cluster. Goodwill
amortization for the year ended December 31, 2000 was
23
$12.5 million, including approximately $500,000 related to the operations sold
in 2000 and 2001. On a pro forma basis, depreciation and amortization decreased
$430,000, or 1.6%, to $26.6 million.
OTHER EXPENSES. Other expenses were $58.4 million for the year ended
December 31, 2000 as compared to $58.0 million for the year ended December 26,
1999. On a pro forma basis, other expenses increased to $3.3 million, or 6.7%,
to $52.2 million due in part to increases in expenses associated with the
Company's Internet operations and the estimated impact of the additional days in
2000 resulting from the Company's change to a fiscal year.
OPERATING INCOME. Operating income decreased $2.7 million, or 2.0%, for
the year ended December 31, 2000 to $129.3 million as compared to $131.9 million
in 1999. Pro forma operating income increased $4.2 million, or 3.7%, to $119.4
million.
NET INTEREST AND OTHER EXPENSES. Net interest and other expense
decreased $4.3 million from the year ended December 31, 2000 as compared to the
year ended December 26, 1999, principally due to a reduction in average net debt
outstanding during 2000 as compared to 1999. The reduction in average net debt
is due primarily to the sale of the St. Louis cluster and cash flows from
operations.
GAIN ON THE SALE OF NEWSPAPER PROPERTIES. On August 10, 2000, the
Company completed its sale of substantially all of the assets of the Suburban
Newspapers of Greater St. Louis and all of the issued and outstanding capital
stock of The Ladue News, Inc. (collectively, "St. Louis") and reported a pre-tax
gain of $141.1 million ($88.4 million after-tax) on the sale. On October 24,
2000, the Company sold substantially all the assets of its Alton, Illinois
newspaper, THE TELEGRAPH ("Alton") and reported a pre-tax gain of $39.6 million
on the sale ($24.6 million after-tax).
PROVISION FOR INCOME TAXES. The provision for income taxes increased by
$59.3 million from December 26, 1999 to December 31, 2000, primarily due to
$67.7 million of income taxes provided for the sale of the St. Louis cluster
partially offset by an approximately $8.0 million reduction of income taxes due
to the reversal of certain accruals which were determined to no longer be
required.
EQUITY INTEREST. The loss on equity interest of $1.6 million recorded
for the year ended December 31, 2000 represents the Company's pro rata share
(7.14%) of the net loss for the period of AdOne, LLC, a provider of classified
advertising on the Internet, and compares to a loss on equity interest of
$226,000 in the prior year. The Company's investment interest in AdOne, LLC
commenced in August 1999.
OTHER INFORMATION. Tangible net income for the year ended December 31,
2000 was $61.0 million, or $1.34 per share, as compared to $58.9 million, or
$1.26 per share, for the year ended December 26, 1999.
LIQUIDITY AND CAPITAL RESOURCES
The Company's operations have historically generated strong positive
cash flow. The Company believes cash flows from operations will be sufficient to
fund its operations, capital expenditures and long-term debt obligations. The
Company also believes that cash flows from operations and future borrowings and
its ability to issue common stock as consideration for future acquisitions, will
provide it with the flexibility to fund its acquisition strategy and repurchase
treasury shares while continuing to meet its operating needs, capital
expenditures and long-term debt obligations.
CASH FLOWS FROM OPERATING ACTIVITIES. Net cash provided from operating
activities was $77.7 million for the year ended December 30, 2001 as compared to
$62.9 million in the prior year. Current assets were $66.6 million and current
liabilities, excluding $30.3 million of current maturities of long-term debt,
were $62.9 million as of December 30, 2001. The Company manages its working
capital through the utilization of its Revolving Credit Facility; the
outstanding balance on the Revolving Credit Facility is classified as a
long-term liability.
CASH FLOWS FROM INVESTING ACTIVITIES. For the year ended December 30,
2001, net cash used in investing activities was $58.1 million. Cash used to fund
the Company's acquisitions of five strategic newspaper properties further
described in Note 10 to the Consolidated Financial Statements was partially
offset by proceeds from the January 2001 sale of the assets of two of the
Company's Ohio newspapers. In December 2001, the Company completed the
construction of its new Philadelphia printing facility, Journal Register Offset.
The total cost of the
24
project, which was completed on budget and on time, was $35.4 million, excluding
capitalized interest. Capital expenditures incurred in connection with Journal
Register Offset were $22.8 million and $10.8 million in 2001 and 2000,
respectively, excluding capitalized interest.
Net cash provided from investing activities was $195.2 million for the
fiscal year ended December 31, 2000. Proceeds from the sale of the Company's St.
Louis cluster were partially offset by capital investments in property, plant
and equipment.
The Company has a capital expenditure program (excluding future
acquisitions) of approximately $13.0 million in place for 2002, which includes
spending on technology, including prepress and business systems, computer
hardware and software, other machinery and equipment and vehicles. The Company
believes its capital expenditure program is sufficient to maintain its current
level and quality of operations. The Company reviews its capital expenditure
program periodically and modifies it as required to meet current needs.
CASH FLOWS FROM FINANCING ACTIVITIES. Net cash used in financing
activities was $25.9 million in 2001 as compared to $254.7 million in 2000. The
fiscal year 2001 and 2000 activity reflects expenditures of $54.3 million and
$18.1 million, respectively, in connection with the Company's common stock
repurchase program. The fiscal year 2000 activity also reflects $236.8 million
for the repayment of senior debt.
DEBT AND DERIVATIVE ACTIVITY. On July 15, 1998, the Company entered into
a credit agreement (the "Credit Agreement") with a group of banks and other
financial institutions, led by J.P. Morgan Chase & Co. as administrative agent
for the lenders thereunder. The Credit Agreement provides for $500.0 million in
Term Loans and a $400.0 million Revolving Credit Facility. The proceeds from the
Credit Agreement were used to repay amounts outstanding under the prior senior
facilities and to purchase the Pennsylvania, New York and Ohio newspaper
business of The Goodson Newspaper Group for approximately $300 million. The
Credit Agreement also provides for an uncommitted, multiple draw term loan
facility (the "Incremental Facility") in the amount of up to $500.0 million, as
permitted by the administrative agent, to be repaid under conditions as defined
in the Credit Agreement.
The Term Loans mature on March 31, 2006 and September 30, 2006, and the
Revolving Credit Facility matures on March 31, 2006. Under the terms of the
Company's Credit Agreement net proceeds, as defined in the Credit Agreement,
from the sale of newspaper properties which are not reinvested within 365 days
must be used to prepay debt. Accordingly, the Company's excess borrowing
capacity under the Term Loans was reduced in the first quarter of 2002 by
approximately $30 million in connection with the Company's January 2001 asset
sale.
The amounts outstanding under the Credit Agreement bear interest at (i)
1 3/4% to 1/2% above LIBOR (as defined in the Credit Agreement) or (ii) 1/2% to
0% above the higher of (a) the Prime Rate (as defined in the Credit Agreement)
or (b) 1/2% above the Federal Funds Rate (as defined in the Credit Agreement).
The interest rate spreads ("the applicable margins") are dependent upon the
ratio of debt to trailing four quarters Cash Flow (as defined in the Credit
Agreement) and are reduced as such ratio declines. Capitalized interest for the
years ended December 30, 2001 and December 31, 2000 was $1.3 million and
$601,000, respectively. There was no capitalized interest for the year ended
December 26, 1999. The estimated fair value of the Term Loans and Revolving
Credit Facility approximates their carrying value.
An annual commitment fee is incurred on the average daily-unused portion
of the Revolving Credit Facility, payable quarterly in arrears, at a percentage
that varies from 0.375% to 0.250% based on the quarterly calculation of the
Total Leverage Ratio (as defined in the Credit Agreement). At December 30, 2001,
the Company's commitment fee was 0.250%.
The terms of the Credit Agreement require the Company to maintain
certain Interest Rate Protection Agreements ("IRPAs") on a portion of its debt,
to reduce the potential exposure of the Company's future cash flows due to
fluctuations in the variable interest rates. The minimum requirement varies
depending on the Company's Total Leverage Ratio (as defined in the Credit
Agreement). To fulfill this requirement, the Company participates in certain
IRPAs whereby the Company has assumed a fixed rate of interest and a counter
party has assumed the variable rate (the "SWAP"). Pursuant to the SWAP
agreement, the Company agrees to exchange with certain banks at specific dates
the difference between the fixed rate in the SWAP agreement and the LIBOR
floating rate applied
25
to the notional principal amount. IRPAs currently in place as of December 30,
2001 included SWAP agreements with notional principal amounts of $75 million and
$175, million which expire on January 29, 2002 and October 29, 2002,
respectively. The fixed interest rates of these IRPAs at December 30, 2001 are
approximately 5.85%.
The Company's weighted-average effective interest rate was approximately
6.25%. This interest rate includes a $3.6 million pre-tax charge realized and
reported as a component of interest expense for the Interest Rate Protection
Agreements in place during 2001.
In addition to IRPAs noted above, the Company entered into a no cost
interest rate collar hedge ("the collar") on November 9, 2001. The collar
establishes an interest rate ceiling ("CAP") and an interest rate floor at no
cost to the Company. The CAP on the Company's collar is 6 percent and the floor
averages approximately 2.66 percent and is based upon the 90-day LIBOR. In the
event 90-day LIBOR exceeds 6 percent, the Company will receive cash from the
issuer to compensate for the rate in excess of the 6 percent CAP. If the 90-day
LIBOR is lower than 2.66 percent, the Company will pay cash to the issuer to
compensate for the rate below the floor. The collar is effective on October 29,
2002 beginning at a notional amount of $170 million. The collar amortizes over
two years to a notional amount of $135 million and terminates on October 29,
2004.
From time to time the Company may enter into additional IRPAs. Each IRPA
will be designated for all or a portion of the principal balance and term of a
specific debt obligation.
As of January 1, 2001, the Company adopted Financial Accounting Standard
No. 133 "Accounting for Derivative Instruments and Hedging Activities" ("SFAS
133") as amended. Upon adoption of SFAS 133, the fair market value of the
derivative is reported as a transition adjustment to Other Comprehensive
Income/Loss ("OCI"). Accordingly, on January 1, 2001, the Company recorded a
deferred pre-tax transition gain of $198,600 (approximately $120,000 after-tax)
as an adjustment to OCI. The interest rate SWAPs were fully effective in hedging
the changes in cash flows related to the debt obligation during the year ending
December 30, 2001. The total deferred loss reported in OCI as of December 30,
2001 was approximately $3.7 million (net of $2.0 million of deferred taxes).
As of December 30, 2001, the Company had outstanding indebtedness under
the Credit Agreement, due and payable in installments through 2006, of $522.8
million, of which $131.2 million was outstanding under the Revolving Credit
Facility and $391.6 was outstanding under the Term Loans. There was $101.3
million of unused and available Revolving Credit Facility funds subject to the
terms of the Credit Agreement at December 30, 2001.
INFLATION
The Company's results of operations and financial condition have not
been significantly affected by inflation. Subject to normal competitive
conditions, the Company generally has been able to pass along rising costs
through increased advertising and circulation rates.
SIGNIFICANT ACCOUNTING POLICIES AND ESTIMATES
GENERAL
The Company's discussion and analysis of its financial condition and
results of operations are based upon the Company's consolidated financial
statements, which have been prepared in accordance with accounting principles
generally accepted in the United States. The preparation of these financial
statements requires the Company to make estimates and judgments that affect the
reported amounts of assets, liabilities, revenues and expenses, and related
disclosure of contingent assets and liabilities. On an on-going basis, the
Company evaluates its estimates, including those related to bad debts,
inventories, investments, remaining useful lives of long-lived assets, income
taxes, pensions and other post-retirement benefits, and contingencies and
litigation. The Company bases its estimates on historical experience and on
various other assumptions that are believed to be reasonable under the
circumstances, the results of which form the basis for making judgments about
the carrying values of assets and liabilities that are not readily apparent from
other sources. Actual results may differ from these estimates under different
assumptions or conditions.
26
The Company believes the following critical accounting policies affect
its more significant judgments and estimates used in the preparation of its
consolidated financial statements.
ACCOUNTS RECEIVABLE AND BAD DEBT
Accounts receivable consist primarily of amounts due to the Company from
normal business activities. Allowances for doubtful accounts are reserves for
the estimated loss from the inability of customers to make required payments.
The Company uses historical experience as well as current market information in
determining the estimate. If the financial condition of the Company's customers
were to deteriorate, resulting in an impairment of their ability to make
payments, additional allowances may be required.
LONG-LIVED ASSETS
Goodwill associated with the excess purchase price over the fair value
of assets acquired and other identifiable intangible assets, such as mastheads,
customer lists, and covenants not to compete, were amortized on the
straight-line method over their estimated useful lives for the years presented
in the Company's consolidated financial statements. These assets are currently
reviewed for impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable. See further
discussions under NEW ACCOUNTING PRONOUNCEMENTS herein, of SFAS 141 and SFAS 142
issued in June 2001.
REVENUE RECOGNITION
Revenue is earned from the sale of advertising, circulation, commercial
printing and other related activities and is recognized when advertisements are
printed and products are delivered to customers.
NEW ACCOUNTING PRONOUNCEMENTS
On July 25, 2001, the Financial Accounting Standards Board ("FASB")
issued Statement of Financial Accounting Standards ("SFAS") 141, BUSINESS
COMBINATIONS, and SFAS 142, GOODWILL AND OTHER INTANGIBLE ASSETS. SFAS 141
eliminates the pooling-of-interest method of accounting for business
combinations and clarifies the criteria to recognize intangible assets
separately from goodwill. Under SFAS 142, goodwill and indefinite lived
intangible assets are no longer amortized but are reviewed annually, or more
frequently if required for impairment. Separable intangible assets that are not
deemed to have an indefinite life will continue to be amortized over their
useful lives. The amortization provisions of SFAS 142 currently apply to
goodwill and intangible assets acquired after June 30, 2001.
With respect to goodwill and intangible assets acquired prior to July 1,
2001, the Company is required to adopt SFAS 142 in its fiscal year 2002, which
began on December 31, 2001. During fiscal 2002, the Company will perform the
first of the required impairment tests of goodwill and intangible assets. Based
on the Company's current estimates, the effect of this new standard, if applied
to 2001 results, would have been to reduce amortization expense by approximately
$12 million and to raise earnings per diluted share by approximately $0.23. The
Company expects to realize a similar benefit in 2002.
In October 2001, the FASB issued SFAS No. 144, ACCOUNTING FOR IMPAIRMENT
OR DISPOSAL OF LONG-LIVED ASSETS. SFAS No. 144 supersedes SFAS No. 121,
ACCOUNTING FOR THE IMPAIRMENT OF LONG-LIVED ASSETS AND FOR LONG-LIVED ASSETS TO
BE DISPOSED OF, and addresses financial accounting and reporting for the
impairment or disposal of long-lived assets. This statement is effective for
fiscal years beginning after December 15, 2001. Adoption of this statement will
not have a current impact on the Company's financial position or results of
operations.
INFORMATION RELATING TO FORWARD-LOOKING STATEMENTS
Management's Discussion and Analysis of Financial Condition and Results
of Operations and other sections of this Form 10-K include forward-looking
statements, which may be identified by use of terms such as "believes,"
"anticipates," "plans," "will," "likely," "continues," "intends" or "expects."
These forward-looking
27
statements relate to the plans and objectives of the Company for future
operations. In light of the risks and uncertainties, which could cause results
to differ materially, inherent in all future projections, the inclusion of
forward-looking statements herein should not be regarded as a representation by
the Company or any other person that the objectives or plans of the Company will
be achieved. Many factors could cause the Company's actual results to differ
materially from those in the forward-looking statements, including, but not
limited to, the unavailability or a material increase in the price of newsprint,
the success of the Company's acquisition strategy, dispositions, the ability of
the Company to achieve cost reductions and integrate acquisitions, competitive
pressures and general or regional economic conditions and advertising trends,
among other things, and the factors discussed below under "Certain Factors Which
May Affect the Company's Future Performance." The following factors should not
be construed as exhaustive. The Company undertakes no obligation to release
publicly the results of any future revisions it may make to forward-looking
statements to reflect events or circumstances after the date hereof or to
reflect the occurrence of unanticipated events.
CERTAIN FACTORS WHICH MAY AFFECT THE COMPANY'S FUTURE PERFORMANCE
NEWSPAPER INDUSTRY COMPETITION
The Company's business is concentrated in newspapers and other
publications located primarily in small metropolitan and suburban areas in the
United States. Revenues in the newspaper industry primarily consist of
advertising and paid circulation. Competition for advertising revenues and paid
circulation comes from local, regional and national newspapers, shopping guides,
television, radio, direct mail, online services and other forms of communication
and advertising media. Competition for newspaper advertising revenues is based
largely upon advertiser results, readership, advertising rates, demographics and
circulation levels; while competition for circulation and readership is based
largely upon the content of the newspaper, its price and the effectiveness of
its distribution. Many of the Company's competitors are larger and have greater
financial resources than the Company.
DEPENDENCE ON LOCAL ECONOMIES
The Company's advertising revenues and, to a lesser extent, circulation
revenues are dependent on a variety of factors specific to the communities which
the Company's newspapers serve. These factors include, among others, the size
and demographic characteristics of the local population, local economic
conditions in general, and the related retail segments in particular, and local
weather conditions.
CAPITALIZATION
As of December 30, 2001, the consolidated indebtedness of the Company
was $522.8 million, which represents a multiple of 4.6 times the Company's
twelve months trailing EBITDA of approximately $114.9 million. As of December
30, 2001, the Company had a net stockholders' deficit of $36.2 million and total
capitalization of $486.6 million, and, thus, the percentage of the Company's
indebtedness to total capitalization was 107%. The Company may incur additional
indebtedness to fund operations, capital expenditures, future acquisitions or
share repurchases.
The Company's management believes that cash provided by operating
activities will be sufficient to fund its operations and to meet payment
requirements under its Term Loans and the Revolving Credit Facility of the
Credit Agreement. However, a decline in cash provided by operating activities,
which could result from factors beyond the Company's control, such as
unfavorable economic conditions, an overall decline in advertising revenues or
increased competition, could impair the Company's ability to service its debt.
The Credit Agreement requires the maintenance of certain financial ratios and
imposes certain operating and financial restrictions on the Company, which may
restrict, among other things, the Company's ability to declare dividends,
purchase treasury stock, incur indebtedness, create liens, sell assets,
consummate mergers and make capital expenditures, investments and acquisitions.
28
ENVIRONMENTAL MATTERS
The Company's operations are subject to federal, state and local
environmental laws and regulations pertaining to air and water quality, storage
tanks and the management and disposal of waste at its facilities. To the best of
the Company's knowledge, its operations are in material compliance with
applicable environmental laws and regulations as currently interpreted. The
Company cannot predict with any certainty whether future events, such as changes
in existing laws and regulations or the discovery of conditions not currently
known to the Company, may give rise to additional costs that could be material.
Furthermore, actions by federal, state and local governments concerning
environmental matters could result in laws or regulations that could have a
material adverse effect on the financial condition or results of operations of
the Company.
ACQUISITION STRATEGY
The Company has grown through, and anticipates that it will continue to
grow through, acquisitions of daily and non-daily newspapers and similar
publications. Acquisitions may expose the Company to particular risks,
including, without limitation, diversion of management's attention, assumption
of unidentified liabilities, some or all of which could have a material adverse
effect on the financial condition or results of operations of the Company.
Depending on the value and nature of the consideration paid by the Company for
acquisitions, such acquisitions may have a dilutive impact on the Company's
earnings per share. In making acquisitions, the Company competes for acquisition
targets with other companies, many of which are larger and have greater
financial resources than the Company. There can be no assurance that the Company
will continue to be successful in identifying acquisition opportunities,
assessing the value, strengths and weaknesses of such opportunities, evaluating
the costs of new growth opportunities at existing operations or managing the
publications it owns and improving their operating efficiency. Historically, the
Company has financed acquisitions through available cash, sales of non-strategic
properties, free cash flow, and borrowings. The Company anticipates that it will
finance future acquisitions through these same resources. The Credit Agreement
limits acquisitions to certain permitted investments and newspapers in the
United States, and requires that acquisitions be financed through certain
permitted sources. In addition, the financial covenants contained in the Credit
Agreement may limit the Company's ability to make acquisitions.
PRICE AND AVAILABILITY OF NEWSPRINT
The basic raw material for newspapers is newsprint. The Company's
newsprint cost (excluding paper consumed in the Company's commercial printing
operations) was approximately $28 million in 2001, or approximately 7.3% of the
Company's newspaper revenues. In 2001, the Company consumed approximately 47,000
metric tons of newsprint, excluding paper consumed in its commercial printing
operations. The average price per metric ton of newsprint based on East Coast
transactions prices in 2001, 2000 and 1999 was $585, $565 and $510,
respectively, as reported by the trade publication PULP AND PAPER WEEKLY. The
Company purchases the majority of its newsprint through its central purchasing
group, Journal Register Supply. The Company has no long-term contracts to
purchase newsprint. Generally, Journal Register Supply purchases its newsprint
from two suppliers, although in the future the Company may purchase newsprint
from other suppliers. Historically, the percentage of newsprint from each
supplier has varied. The Company's management believes that concentrating its
newsprint purchases in this way provides a more secure newsprint supply and
lower per unit prices. The Company's management also believes that it purchases
newsprint at price levels lower than those that are available to individually
owned small metropolitan and suburban newspapers, and consistent with price
levels generally available to the largest newsprint purchasers. The available
sources of newsprint have been, and the Company believes will continue to be,
adequate to supply the Company's needs. The inability of the Company to obtain
an adequate supply of newsprint in the future could have a material adverse
effect on the financial condition and results of operations of the Company.
Historically, the price of newsprint has been cyclical and volatile. The
Company's average price per ton of newsprint increased approximately 9% for the
fiscal year 2001, increased approximately 6% for the fiscal year 2000 and
decreased approximately 13% for the fiscal year 1999. The Company believes that
if any price decrease or increase is sustained in the industry, the Company will
also be impacted by such change. The Company seeks to manage the effects of
increases in prices of newsprint through a combination of, among other things,
technology improvements, including web-width reductions, inventory management
and advertising and circulation price increases. The Company also has reduced
fringe circulation in response to increased newsprint prices, as it is the
Company's experience that such circulation does not provide adequate response
for advertisers.
29
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
The Company is exposed to market risk arising from changes in interest
rates associated with its long-term debt obligations. The Company's long-term
debt is at variable interest rates based on certain interest rate spreads
applied to the LIBOR, the Prime Rate or the Federal Funds Rate, as defined in
the Credit Agreement. To manage its exposure to fluctuations in interest rates
and, as required by its Credit Agreement, the Company enters into certain IRPAs
on a portion of its debt, which minimizes the effect of changes in variable
interest rates. The Company's objective with respect to these agreements is for
hedging activities and not for trading or speculative activity.
At December 30, 2001, the Company had in effect SWAP agreements for a
notional amount of $250 million. In addition, the Company entered into a no-cost
collar on November 9, 2001, for a notional amount of $170 million, which will
become effective when the SWAP agreements expire in October 2002. The fair
market value of the SWAP and the collar at December 30, 2001, had the SWAP and
the collar been marked to market, would have resulted in a pre-tax loss of
approximately $5.7 million. SWAP agreements in an aggregate notional amount of
$400 million, which became effective January 29, 1999, reduced by $75 million
each January beginning in January 2000. The final SWAP of $175 million expires
on October 29, 2002. Assuming a 10% increase or reduction in interest rates for
the year ended December 30, 2001, the effect on the Company's pre-tax earnings
and cash flows would be approximately $1.3 million.
30
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
INDEX TO FINANCIAL STATEMENTS
PAGE
FINANCIAL STATEMENTS:
Report of Independent Auditors........................................... 32
Consolidated Balance Sheets.............................................. 33
Consolidated Statements of Income........................................ 34
Consolidated Statements of Stockholders' Deficit......................... 35
Consolidated Statements of Cash Flows.................................... 36
Notes to Consolidated Financial Statements............................... 37
FINANCIAL STATEMENT SCHEDULE:
Schedule II, Valuation and Qualifying Accounts........................... 50
All other schedules are omitted because they are not applicable or the
requested information is shown in the consolidated financial statements or
related notes.
31
REPORT OF INDEPENDENT AUDITORS
The Board of Directors
Journal Register Company
We have audited the accompanying consolidated balance sheets of Journal
Register Company as of December 30, 2001 and December 31, 2000, and the related
consolidated statements of income, stockholders' deficit, and cash flows for
each of the three years in the period ended December 30, 2001. Our audits also
included the financial statement schedule listed in the Index at Item 14(a).
These financial statements and schedule are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements and financial statement schedule based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. 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 consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
Journal Register Company, as of December 30, 2001 and December 31, 2000 and the
consolidated results of its operations and its cash flows for each of the three
fiscal years in the period ended December 30, 2001, in conformity with
accounting principles generally accepted in the United States. Also, in our
opinion, the related financial statement schedule, when considered in relation
to the basic financial statements taken as a whole, presents fairly in all
material respects the information set forth therein.
/s/ ERNST & YOUNG LLP
MetroPark, New Jersey
February 4, 2002
32
JOURNAL REGISTER COMPANY
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
DECEMBER 30, DECEMBER 31,
2001 2000
------------------- ----------------
ASSETS
Current assets:
Cash and cash equivalents $ 110 $ 6,495
Accounts receivable, less allowance for doubtful
accounts of $6,365 in 2001 and $3,443 in 2000 49,920 54,078
Inventories 5,535 9,104
Deferred income taxes 3,962 1,801
Other currentassets 7,046 7,881
------------------- ----------------
Total current assets 66,573 79,359
Property, plant and equipment:
Land 10,408 8,380
Buildings and improvements 69,448 58,167
Machinery and equipment 161,784 142,849
Construction and equipment installation in progress 3,373 14,445
------------------- ----------------
245,013 223,841
Less accumulated depreciation (120,573) (119,663)
------------------- ----------------
Property, plant and equipment, net 124,440 104,178
Intangible assets and other assets, net of accumulated amortization
of $70,231 in 2001 and $56,792 in 2000 520,158 473,813
------------------- ----------------
Total assets $ 711,171 $ 657,350
=================== ================
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Current maturities of long-term debt $ 30,254 $ 22,625
Accounts payable 15,988 10,758
Accrued interest 3,791 6,155
Deferred subscription revenue 9,750 8,529
Accrued salaries and vacation 5,266 4,984
Fair market value of hedges 5,715 -
Other accrued expenses and current liabilities 22,367 21,116
------------------- ----------------
Total current liabilities 93,131 74,167
Senior debt, less current maturities 492,517 472,010
Deferred income taxes 35,933 29,756
Accrued retiree benefits and other liabilities 12,114 14,095
Income taxes payable 113,674 123,048
Commitments and contingencies Stockholders' deficit:
Common stock, $.01 par value per share, 300,000,000 shares authorized,
48,437,581 issued at December 30, 2001 and December 31, 2000 484 484
Additional paid-in capital 358,263 358,268
Accumulated deficit (288,643) (366,775)
------------------- ----------------
70,104 (8,023)
Less treasury stock, shares at cost
2001-6,932,050; 2000-3,583,385 (101,778) (47,703)
Accumulated other comprehensive loss, net of tax (4,524) -
------------------- ----------------
Net stockholders' deficit (36,198) (55,726)
------------------- ----------------
Total liabilities and stockholders' deficit $ 711,171 $ 657,350
=================== ================
SEE ACCOMPANYING NOTES.
33
JOURNAL REGISTER COMPANY
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data)
DECEMBER 30, DECEMBER 31, DECEMBER 26,
FISCAL YEAR ENDED 2001 2000 1999
- ----------------------------------------------- ----------------- ----------------- -----------------
Revenues:
Advertising $ 287,859 $ 343,130 $ 348,995
Circulation 87,737 96,852 96,783
----------------- ----------------- -----------------
Newspaper revenues 375,596 439,982 445,778
Commercial printing and other 18,809 23,987 23,787
----------------- ----------------- -----------------
394,405 463,969 469,565
Operating expenses:
Salaries and employee benefits 140,522 155,161 157,110
Newsprint, ink and printing charges 37,741 46,533 48,432
Selling, general and administrative 47,810 47,008 45,318
Depreciation and amortization 26,317 27,616 28,798
Other 53,474 58,395 57,975
----------------- ----------------- -----------------
305,864 334,713 337,633
----------------- ----------------- -----------------
Operating income 88,541 129,256 131,932
Other income (expense):
Net interest expense and other (30,490) (48,020) (52,347)
Gains on sales of newspaper properties 32,212 180,720 -
----------------- ----------------- -----------------
Income before provision for income taxes and
equity interest 90,263 261,956 79,585
Provision for income taxes 10,818 90,951 31,694
----------------- ----------------- -----------------
Income before equity interest 79,445 171,005 47,891
Equity interest (1,313) (1,624) (226)
----------------- ----------------- -----------------
Net income $ 78,132 $ 169,381 $ 47,665
================= ================= =================
Net income per common share:
Basic $ 1.85 $ 3.74 $ 1.02
Diluted $ 1.83 3.72 $ 1.02
Weighted-average shares outstanding:
Basic 42,273 45,302 46,821
Diluted 42,654 45,474 46,874
SEE ACCOMPANYING NOTES.
34
JOURNAL REGISTER COMPANY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
(Dollars in thousands, except share data)
Additional Other Total
Common Paid-in Comprehensive Accumulated Treasury Stockholders'
Stock Capital Income (Loss) Deficit Stock Deficit
==================================================================================
==================================================================================
Balance as of
December 31, 1998 $ 484 $358,236 $ (212) $ (583,821) $ -- $ (225,313)
==================================================================================
Net income 47,665 47,665
Minimum pension
liability adjustment, net
of tax of ($37) 52 52
---------------
Comprehensive income $ 47,717
---------------
Purchase of 2,369,200
shares of treasury stock (29,874) (29,874)
Exercise of stock options
for common stock 8 79 87
==================================================================================
Balance as of
December 26, 1999 $ 484 $358,244 $ (160) $ (536,156) $ (29,795) $ (207,383)
==================================================================================
Net income 169,381 169,381
Minimum pension
liability adjustment,
net of tax of ($116) 160 160
---------------
Comprehensive income $ 169,541
---------------
Purchase of 1,239,535
shares of treasury stock (18,072) (18,072)
Exercise of stock options
for common stock 24 164 188
==================================================================================
Balance as of
December 31, 2000 $ 484 $358,268 $ - $ (366,775) $ (47,703) $ (55,726)
==================================================================================
Net income 78,132 78,132
Minimum pension
liability adjustment,
net of tax of $572 (809) (809)
Mark to market adjustment of
fully effective hedge, net
of tax of $2,000 (3,715) (3,715)
---------------
Comprehensive income $ 73,608
---------------
Purchase of 3,362,200
shares of treasury stock (54,274) (54,274)
Exercise of stock options
for common stock (5) 199 194
==================================================================================
Balance as of
December 30, 2001 $ 484 $358,263 $ (4,524) $ (288,643) $(101,778) $ (36,198)
==================================================================================
SEE ACCOMPANYING NOTES.
35
JOURNAL REGISTER COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
DECEMBER 30 DECEMBER 31 DECEMBER 26
FISCAL YEAR ENDED 2001 2000 1999
- --------------------------------------------------------------------------- ----------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 78,132 $ 169,381 $ 47,665
Adjustments to reconcile net income to net cash provided by
operating activities, excluding effects of acquisitions and dispositions
of businesses and newspaper properties:
Provision for losses on accounts receivable 4,585 4,195 4,257
Depreciation and amortization 26,317 27,616 28,798
Net (gain) loss on disposal of property, plant and equipment (16) (345) 135
Loss on equity investment 1,313 1,624 266
Gains on sales of newspaper properties (32,212) (180,720) -
Accrued retiree benefits and other non-current liabilities (2,052) (1,285) (1,193)
Increase in deferred taxes 6,588 10,385 5,993
Changes in operating assets and liabilities:
Accounts receivable 1,542 (1,483) (10,726)
Income taxes payable (7,784) 48,147 22,163
Other assets and liabilities 1,253 (14,600) (6,763)
----------------------------------------------------
Net cash provided by operating activities 77,666 62,915 90,595
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property, plant and equipment (34,929) (21,550) (18,081)
Net proceeds from sale of property, plant and equipment 49 1,905 22
Proceeds from sale of newspaper properties 54,601 216,972 -
Purchases of businesses and equity investment (77,828) (2,121) (14,668)
----------------------------------------------------
Net cash provided by (used in) investing activities (58,107) 195,206 (32,727)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from (payments of) long-term debt 28,136 (236,832) (33,533)
Exercise of stock options for common stock 194 188 87
Purchase of treasury shares (54,274) (18,072) (29,874)
----------------------------------------------------
Net cash used in financing activities (25,944) (254,716) (63,320)
----------------------------------------------------
Increase (decrease) in cash and cash equivalents (6,385) 3,405 (5,452)
Cash and cash equivalents, beginning of year 6,495 3,090 8,542
----------------------------------------------------
Cash and cash equivalents, end of year $ 110 $ 6,495 $ 3,090
====================================================
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the year for:
Interest $ 32,870 $ 50,081 $ 51,753
Income taxes $ 12,015 $ 32,535 $ 3,574
Supplemental disclosures of non-cash activities:
Comprehensive income (loss)-minimum pension liability and
mark to market hedge adjustment, net of tax $ (4,524) $ 160 $ 52
SEE ACCOMPANYING NOTES.
36
JOURNAL REGISTER COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATION
The accompanying consolidated financial statements include Journal
Register Company and all of its wholly owned subsidiaries (the "Company").
Journal Register Company primarily publishes daily and non-daily newspapers
serving markets in Connecticut, Philadelphia and its surrounding areas, Greater
Cleveland area of Ohio, Central New England and the Capital-Saratoga and
Mid-Hudson, New York regions. The Company also owns and manages commercial
printing operations in Connecticut and Pennsylvania. The Company was
incorporated on March 11, 1997 and became a publicly traded company in May of
1997.
The Company has authorized 1,000,000 shares of Preferred Stock, none of
which were issued or outstanding during the periods presented.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of the
Company and all of its wholly owned subsidiaries. Investments over which the
Company does not have voting control but exerts significant influence are
accounted for by the equity method. All significant intercompany activity has
been eliminated.
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. On an on-going basis, the Company evaluates
its estimates, including those related to bad debts, inventories, investments,
remaining useful lives of long-lived assets, income taxes, pensions and other
post-retirement benefits, and contingencies and litigation. The Company bases
its estimates on historical experience and on various other assumptions that are
believed to be reasonable under the circumstances, the results of which form the
basis for making judgments about the carrying values of assets and liabilities
that are not readily apparent from other sources; actual results could differ
from those estimates.
CASH AND CASH EQUIVALENTS
The Company considers all highly liquid debt instruments purchased with
a maturity of three months or less to be cash equivalents. The carrying value of
cash equivalents approximates fair value due to the short-term maturity of these
instruments.
INVENTORIES
Inventories, consisting of newsprint, ink and supplies, are stated at
the lower of cost (primarily first-in, first-out method) or market.
ACCOUNTING FOR STOCK OPTION PLAN
As permitted under Statement of Financial Accounting Standards ("SFAS")
No. 123, "Accounting for Stock-Based Compensation" ("SFAS 123"), the Company has
elected to follow Accounting Principles Board Opinion No. 25, "Accounting for
Stock Issued to Employees" ("APB 25") and related interpretations in accounting
for its employee stock options. Accordingly, the pro forma disclosures required
by SFAS No. 123 are presented in Note 5 of these consolidated financial
statements.
LONG-LIVED ASSETS
In accordance with SFAS No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed Of," the Company
reviews the recoverability of intangibles and other long-lived assets whenever
events and circumstances indicate that the carrying amount may not be
recoverable. The carrying amount of the long-lived asset is reduced by the
difference between the carrying amounts and estimated fair value with a
corresponding charge to expense.
37
JOURNAL REGISTER COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Property, plant and equipment are stated at cost less any required
impairment reserve. Maintenance and repairs are charged to expense as incurred;
costs of major additions and betterments are capitalized. Depreciation is
provided for financial reporting purposes primarily on the straight-line method
over the following estimated useful lives:
Buildings and improvements 5 to 30 years
Machinery and equipment 3 to 30 years
Intangible assets recorded in connection with the acquisition of
newspapers generally consist of the values assigned to subscriber lists,
mastheads, and the excess of cost over the fair value of identifiable net assets
of the companies acquired. These assets are carried at the lower of unamortized
cost or the amount expected to be recovered by projected future operations after
considering attributable general and administration expense and interest on debt
allocated to the various newspapers. If, in the opinion of management,
impairment in value occurs, any necessary write-downs will be charged to
expense. The balance of intangible assets at December 30, 2001 and December 31,
2000 was comprised principally of debt issuance costs, subscriber lists,
mastheads, and the excess cost over the fair value of identifiable net assets of
companies acquired. These assets are being amortized using the straight-line
method over a period of their useful life, up to 40 years (see NEW ACCOUNTING
PRONOUNCEMENTS). Deferred financing cost associated with the Term Loans and the
Revolving Credit Facility (as defined in Note 4, Long-Term Debt) is amortized
over the terms of such loans.
NEW ACCOUNTING PRONOUNCEMENTS
On July 25, 2001, the Financial Accounting Standards Board ("FASB")
issued Statement of Financial Accounting Standard 141, BUSINESS COMBINATIONS,
and SFAS 142, GOODWILL AND OTHER INTANGIBLE ASSETS. SFAS 141 eliminates the
pooling-of-interest method of accounting for business combinations and clarifies
the criteria to recognize intangible assets separately from goodwill. Under SFAS
142, goodwill and indefinite lived intangible assets are no longer amortized but
are reviewed annually or more frequently, if required, for impairment. Separable
intangible assets that are not deemed to have an indefinite life will continue
to be amortized over their useful lives. The Company adopted the amortization
provisions of SFAS 142 which currently apply to goodwill and intangible assets
acquired after June 30, 2001. With respect to goodwill and intangible assets
acquired prior to July 1, 2001, the Company is required to adopt SFAS 142 in its
fiscal year 2002, which began December 31, 2001. SFAS 141 was effective
commencing July 1, 2001. Based on the Company's current estimates, the effect of
this new standard, if applied to 2001 results, would have been to reduce pre-tax
amortization expense by approximately $12 million and to raise earnings per
diluted share by approximately $0.23. The Company expects to realize a similar
benefit in 2002.
In October 2001, the FASB issued SFAS No. 144, Accounting for Impairment
or Disposal of Long-lived Assets. SFAS No. 144 supersedes SFAS No. 121,
Accounting for the Impairment of Long-lived Assets and for Long-Lived Assets to
be Disposed Of, and addresses financial accounting and reporting for the
impairment or disposal of long-lived assets. This statement is effective for
fiscal years beginning after December 15, 2001. Adoption of this statement will
not have a current impact on the Company's financial position or results of
operations.
INCOME TAXES
The Company uses the liability method of accounting for income taxes.
Under this method, deferred tax assets and liabilities are determined based on
differences between financial reporting and tax basis of assets and liabilities,
and are measured using the currently enacted tax rates and laws that will be in
effect when the differences are expected to reverse.
38
JOURNAL REGISTER COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
REVENUE RECOGNITION
Revenue is earned from the sale of advertising, circulation, printing
and other related activities. Deferred subscription revenue arises from
subscription payments made in advance of newspaper delivery and is recognized in
the period in which newspaper delivery occurs.
SEGMENT REPORTING
As of December 30, 2001, the Company published 23 daily newspapers and
206 non-daily publications in the United States. The Company maintains
operations and local management in the markets that it serves. Newspapers are
distributed through local distribution channels consisting of contract carriers
and single copy outlets. The Company conducts business in one operating segment.
The operating segment consists of individual operations that the executive
management team reviews for purposes of assessing performance and making
operational decisions. These individual operations have been aggregated into one
segment because management believes it helps the users understand the Company's
performance and is consistent with the manner in which the individual operations
are managed. The combined operations have similar economic characteristics and
each operation has similar products, services, customers, production processes
and distribution systems.
CONCENTRATION OF CREDIT RISK
Certain employees of the Company's newspapers are employed under
collective bargaining agreements. No one customer accounts for more than 1% of
total revenue or 2% of accounts receivable.
DERIVATIVE RISK MANAGEMENT POLICY AND STRATEGY
SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities" ("SFAS 133") as amended by SFAS No. 137 and No. 138 specifies the
accounting and disclosure requirements for such instruments. In accordance with
these pronouncements, as of January 1, 2001, all effective hedges, as defined,
are recorded as an asset or liability with a corresponding offset to other
comprehensive income in the equity section of the balance sheet. Any ineffective
portion of a hedging instrument or trading derivatives is recorded as an asset
or liability with a corresponding charge or credit to the income statement. The
information below describes the Company's derivative risk management policy and
strategy as required by SFAS 133, as amended.
In accordance with the requirements of its Credit Agreement (as defined
in Note 4, Long-Term Debt) dated July 15, 1998, the Company is required to
maintain certain Interest Rate Protection Agreements ("IRPAs") on a portion of
its debt, to reduce the potential exposure of the Company's future cash flows to
fluctuations in variable interest rates on which the interest on the outstanding
debt is calculated. The minimum requirement varies depending on the Company's
Total Leverage Ratio, as defined in the Credit Agreement. From time to time, the
Company may enter into additional IRPAs for nominal amounts on the outstanding
debt that will, at a minimum, meet the requirements of the Credit Agreement.
Each IRPA is designated for all or a portion of the principal balance and term
of a specific debt obligation.
Under the Company's current IRPAs, the Company pays or receives the
differential between the variable interest rate and a fixed interest rate as
determined by the IRPA. The IRPA is structured to coincide with interest
payments made on the debt and is placed with large multinational banks.
The Company currently designates its current IRPAs to be highly
effective cash flow hedges. The Company measures the effectiveness of each IRPA
quarterly. As specified in SFAS 133, any gain/loss on the effective portion of
the IRPA is recorded in Other Comprehensive Income ("OCI") and the ineffective
portion recorded directly to current earnings. Amounts in accumulated OCI are
reclassified into earnings in the same period in which the hedged forecasted
transactions affect earnings. In the event of the early extinguishment of a
designated debt obligation, any unrealized gain or loss included in OCI is
recognized in the income statement coincident with the extinguishment.
39
JOURNAL REGISTER COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
3. INTANGIBLE AND OTHER ASSETS
Intangible and other assets as of December 30, 2001 and December 31,
2000, net of accumulated amortization, are summarized as follows:
(Dollars in Thousands)
2001 2000
----------- -----------
Goodwill, mastheads, and subscriber lists $501,785 $455,280
Prepaid pension cost 11,800 10,461
Other 6,573 8,072
----------- -----------
$520,158 $473,813
=========== ===========
Included in other assets is the Company's investment in AdOne, LLC
("AdOne"), a provider of classified advertising on the Internet. As of December
30, 2001, the Company has a 7.56% interest in AdOne. The Company applied the
equity method of accounting for this investment. In the ordinary course of
business, the Company has related party sales with AdOne which amounted to $4.2
and $2.7 million for the years ended December 30, 2001, and December 31, 2000,
respectively.
4. LONG-TERM DEBT
The Company entered into a credit agreement in July 1998 with a group of
lenders, led by J.P. Morgan Chase & Co. as administrative agent (the "Credit
Agreement"). The Credit Agreement provided for two secured term loan facilities
("Term Loan A" and "Term Loan B" or collectively the "Term Loans") each at a
face amount of $250.0 million, and a secured revolving credit facility (the
"Revolving Credit Facility") of $400.0 million. Proceeds under these loan
facilities were used to repay existing debt and to fund the acquisition of the
Pennsylvania, New York, and Ohio newspaper businesses of The Goodson Newspaper
Group (the "Goodson Acquisition") in July 1998. The Credit Agreement also
provides for an uncommitted, multiple draw term loan facility (the "Incremental
Facility") in the amount of up to $500.0 million, as permitted by the
administrative agent, to be repaid under conditions as defined in the agreement.
To date, the Company has not drawn down on the Incremental Facility.
Under the terms of the Company's Credit Agreement, net proceeds, as
defined in the Credit Agreement, from the sale of newspaper properties which are
not reinvested within 365 days must be used to prepay debt. Accordingly, the
Company's excess borrowing capacity under the Term Loans was reduced in the
first quarter of 2002 by approximately $30 million in connection with the
Company's January 2001 sale of two of its Ohio newspaper properties. The
Company's long-term debt as of December 30, 2001 and December 31, 2000 was
comprised of the following:
(Dollars in thousands)
2001 2000
-------------- -------------
Term Loan A $ 179,064 $ 231,250
Term Loan B 212,524 249,250
Revolving Credit Facility 131,183 14,135
-------------- -------------
Total Long-term debt 522,771 494,635
Less Current Portion (30,254) (22,625)
-------------- -------------
$ 492,517 $ 472,010
============== =============
40
JOURNAL REGISTER COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
4. LONG-TERM DEBT (CONTINUED)
The Term Loan A Facility matures on March 31, 2006 and is repayable in
quarterly installments, which commenced on June 30, 2000. The Term Loan B
Facility matures on September 30, 2006 and is repayable in quarterly
installments, which commenced on June 30, 2000. The remaining aggregate annual
maturities payable under the Term Loans are as follows:
FISCAL YEAR (Dollars in thousands)
- -----------
2002.............................................. $ 30,254
2003.............................................. 35,599
2004.............................................. 40,944
2005.............................................. 69,915
2006.............................................. 214,876
The Revolving Credit Facility is available until March 31, 2006.
Availability will be reduced by consecutive quarterly reductions, commencing on
June 30, 2002 and ending on March 31, 2006, in an aggregate amount for each
twelve-month period commencing on the dates set forth below, equal to the amount
set forth opposite such date (with reductions during each such period being
equal in amount):
PRINCIPAL AMOUNT
----------------
(Dollars in thousands)
June 30, 2002...................................... $ 55,000
June 30, 2003...................................... 65,000
June 30, 2004...................................... 100,000
June 30, 2005...................................... 180,000
The Term Loans and Revolving Credit Facility are secured by
substantially all of the assets of the Company and the common stock and assets
of the Company's subsidiaries. The Term Loans and Revolving Credit Facility
require compliance with certain covenants, which require, among other things,
maintenance of certain financial ratios, which may restrict among other things,
the Company's ability to declare dividends, purchase treasury stock, incur
additional indebtedness, create liens, sell assets, consummate mergers and make
capital expenditures, investments and acquisitions.
The amounts outstanding under the Credit Agreement bear interest at (i)
1 3/4% to 1/2% above LIBOR (as defined in the Credit Agreement) or (ii) 1/2% to
0% above the higher of (a) the Prime Rate (as defined in the Credit Agreement)
or (b) 1/2% above the Federal Funds Rate (as defined in the Credit Agreement).
The interest rate spreads ("the applicable margins") are dependent upon the
ratio of debt to trailing four quarters Cash Flow (as defined in the Credit
Agreement) and are reduced as such ratio declines. Capitalized interest for the
years ended December 30, 2001 and December 31, 2000 was $1.3 million and
$601,000, respectively. There was no capitalized interest for the year ended
December 26, 1999. The estimated fair value of the Term Loans and Revolving
Credit Facility approximates their carrying value.
An annual commitment fee is incurred on the average daily-unused
portion of the Revolving Credit Facility, payable quarterly in arrears, at a
percentage that varies from 0.375% to 0.250% based on the quarterly calculation
of the Total Leverage Ratio (as defined in the Credit Agreement). At December
30, 2001, the Company's commitment fee was 0.250%.
41
JOURNAL REGISTER COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
4. LONG-TERM DEBT (CONTINUED)
The terms of the Credit Agreement require the Company to maintain
certain Interest Rate Protection Agreements ("IRPAs") on a portion of its debt,
to reduce the potential exposure of the Company's future cash flows due to
fluctuations in the variable interest rates on which the interest on the
outstanding debt is calculated. The minimum requirement varies depending on the
Company's Total Leverage Ratio, as defined in the Credit Agreement. To fulfill
this requirement, the Company participates in certain IRPAs whereby the Company
has assumed a fixed rate of interest and a counter party has assumed the
variable rate (the "SWAP"). Pursuant to the SWAP agreement, the Company agrees
to exchange with certain banks at specific dates the difference between the
fixed rate in the SWAP agreement and the LIBOR floating rate applied to the
notional principal amount. IRPAs currently in place as of December 30, 2001
included SWAP agreements with notional principal amounts of $75 million and $175
million and expire on January 29, 2002 and October 29, 2002, respectively. The
fixed interest rates of these IRPAs at December 30, 2001 are approximately
5.85%.
The Company's weighted-average effective interest rate was approximately
6.25% for the fiscal year ended December 30, 2001. This interest rate includes a
$3.6 million pre-tax charge realized and reported as a component of interest
expense for the Interest Rate Protection Agreements in place during 2001.
In addition to IRPAs noted above, the Company entered into a no cost
interest rate collar hedge ("the collar") on November 9, 2001. The collar
establishes an interest rate ceiling ("CAP") and an interest rate floor at no
cost to the Company. The CAP on the Company's collar is 6 percent and the floor
averages approximately 2.66 percent and is based upon the 90-day LIBOR. In the
event the 90-day LIBOR exceeds 6 percent, the Company will receive cash from the
issuer to compensate for the rate in excess of the 6 percent CAP. If the 90-day
LIBOR is lower than the 2.66 percent, the Company will pay cash to the issuer to
compensate for the rate below the floor. The collar is effective on October 29,
2002 beginning at a notional amount of $170 million. The collar amortizes over
two years to a notional amount of $135 million and terminates on October 29,
2004.
From time to time, the Company may enter into additional IRPAs. The
Company expects that each IRPA will be designated for all or a portion of the
principal balance and term of a specific debt obligation.
As of January 1, 2001, the Company adopted the Financial Accounting
Standard No. 133 "Accounting for Derivative Instruments and Hedging Activities"
("SFAS 133") as amended. Upon adoption of SFAS 133, the fair market value of the
derivative is reported as a transition adjustment to Other Comprehensive
Income/Loss. Accordingly, on January 1, 2001, the Company recorded a deferred
pre-tax transition gain of $198,600 ($120,000 after-tax) as an adjustment to
OCI. The interest rate SWAPs were fully effective in hedging the changes in cash
flows related to the debt obligation during the year ending December 30, 2001.
The total deferred loss reported in OCI as of December 30, 2001 was
approximately $3.7 million (net of $2.0 million of deferred taxes).
As of December 30, 2001, the Company had outstanding indebtedness under
the Credit Agreement, due and payable in installments through 2006, of $522.8
million, of which $131.2 million was outstanding under the Revolving Credit
Facility and $391.6 million was outstanding under the Term Loans. There were
$101.3 million of unused and available Revolving Credit Facility funds subject
to the terms of the Credit Agreement at December 30, 2001.
5. STOCK PLANS
STOCK INCENTIVE PLAN
During 1997, the Company's Board of Directors (the "Board") adopted and
the stockholders approved the Company's 1997 Stock Incentive Plan (the "1997
Plan"). The 1997 Plan, as amended on March 27, 2001, authorizes the granting of
up to 6,383,750 shares of Common Stock through: (i) incentive stock options and
non-qualified stock options (in each case, with or without stock appreciation
rights) to acquire common stock; (ii) awards of restricted shares of Common
Stock; and (iii) performance units to such directors, officers and other
employees of, and
42
JOURNAL REGISTER COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
5. STOCK PLANS (CONTINUED)
consultants to, the Company and its subsidiaries and affiliates as may be
designated by the Compensation Committee of the Board or such other committee of
the Board as the Board may designate.
Incentive stock options are granted at no less than fair market value of
the common stock on the date of grant. The option price per share of common
stock for all other stock options is established by the Compensation Committee
of the Board. Stock options are exercisable at cumulative intervals of 20%
commencing on the first anniversary after issuance, continuing through the fifth
anniversary, at which time 100% may be exercised. These options expire ten years
after issuance. The following table summarizes the Company's stock option
activity for the fiscal years presented:
December 30, December 31, December 26,
2001 2000 1999
----------------------- ---------------------- --------------------
Weighted- Weighted- Weighted-
Average Average Average
Exercise Exercise Exercise
Options Price Options Price Options Price
------- ----- ------- ----- ------- -----
Outstanding-beginning of year 3,968,367 $17.28 3,317,281 $18.00 2,587,167 $19.27
Granted 726,075 $15.86 874,950 $14.66 967,200 $14.72
Exercised 13,535 $14.29 18,933 $14.23 6,247 $14.00
Forfeited 125,234 $17.23 204,931 $17.47 230,839 $19.14
--------- --------- ---------
Outstanding-end of year 4,555,673 $17.06 3,968,367 $17.28 3,317,281 $18.00
========= ========= =========
Exercisable at end of year 2,102,311 $17.93 1,371,601 $18.30 786,616 $18.55
Weighted-average fair value of
options granted during the
year $5.76 $8.33 $7.95
Exercise prices for options outstanding as of December 30, 2001 ranged
from $14.00 to $22.50 per share. The weighted-average remaining contractual life
of those options is 7.1 years.
As permitted under SFAS 123, the Company discloses pro forma net income
and earnings per share determined as if the Company had accounted for its
employee stock options under the fair value method of that statement. The fair
value for these options was estimated at the date of grant using a Black-Scholes
option pricing model assuming a weighted average risk-free interest rate of
5.32%, 5.16% and 6.51%, and expected common stock market price volatility
factors of 0.19, 0.48 and 0.41 for the years 2001, 2000 and 1999, respectively.
A seven-year weighted average expected life of each option granted and no
dividend yield was assumed.
The Black-Scholes option valuation model was developed for use in
estimating the fair value of traded options that have no vesting restrictions
and are fully transferable. In addition, option valuation models require the
input of highly subjective assumptions including the expected stock price
volatility. Because the Company's employee stock options have characteristics
significantly different from those of traded options, and because changes in the
subjective input assumptions can materially affect the fair value estimate, in
management's opinion, the existing models do not necessarily provide a reliable
single measure of the fair value of its employee stock options.
43
JOURNAL REGISTER COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For purposes of pro forma disclosures, the estimated fair value of the
options is amortized to expense over the vesting period for such options. The
Company's fiscal year pro forma information, had compensation costs for the
Company's stock option plans been determined in accordance with SFAS 123, are as
follows:
5. STOCK PLANS (CONTINUED)
(In thousands, except per share amounts)
December 30, December 31, December 26,
2001 2000 1999
---------------- --------------- ----------------
Net income attributable to common stockholder:
As reported $78,132 $169,381 $ 47,665
Pro forma 73,905 165,776 44,619
Net income per share:
As reported:
Basic $ 1.85 $ 3.74 $ 1.02
Diluted 1.83 3.72 1.02
Pro forma:
Basic $1.75 $ 3.66 $ .95
Diluted 1.73 $ 3.65 .95
STOCK RIGHTS PLAN
Effective July 17, 2001, the Company adopted a Stockholder Rights Plan
(the "Plan") and declared a dividend of one preferred share purchase right (the
"Rights") on each outstanding share of the Company's common stock held by
stockholders of record on July 27, 2001. The rights are exercisable if a person
or group acquires 15% or more of the Company's common stock, or commences a
tender offer with that goal. The rights will expire July 27, 2011.
6. EARNINGS PER COMMON SHARE
The following table sets forth the computation of weighted-average
shares outstanding for calculating basic and diluted earnings per share for the
fiscal years ended:
(In thousands)
December 30, December 31, December 26,
2001 2000 1999
----------------- --------------- ---------------
Weighted-average shares for basic earnings per share 42,273 45,302 46,821
Effect of dilutive securities:
Employee stock options 381 172 53
----------------- --------------- ---------------
Adjusted weighted-average shares for diluted
earnings per share 42,654 45,474 46,874
================= =============== ===============
Options to purchase the Company's common stock that were not included in
the computation of the diluted earnings per share because the options' exercise
price was greater than the average market price of the common shares during:
Fiscal Options
Year (In thousands) Exercise Price Range
---- -------------- --------------------
2001 1,497 $17.00 to $22.50
2000 1,533 $15.94 to $22.50
1999 1,615 $17.63 to $22.50
44
JOURNAL REGISTER COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
7. PENSION AND POST-RETIREMENT PLANS
The Company and its subsidiaries maintain defined benefit pension plans,
certain of which are successors to prior plans. The benefits are based on years
of service and employee compensation, primarily on career average pay. The
Company's funding policy is to contribute annually an amount that can be
deducted for federal income tax purposes using assumptions that differ from
those used for financial reporting. Assets of the plans consist principally of
short-term investments, annuity contracts, equity securities and corporate and
U.S. Government obligations. The Company uses September 30 to measure the value
of pension plan assets and liabilities. Certain of the Company's subsidiaries
provide retiree health and life insurance benefits. The following table sets
forth the plans' funded status and the amount recognized in the Company's
consolidated balance sheet:
(Dollars in thousands)
Pension Benefits Post-Retirement Benefits
---------------- ------------------------
2001 2000 2001 2000
---- ---- ---- ----
CHANGE IN BENEFIT OBLIGATION
Benefit obligation at beginning of year $ 73,736 $ 71,877 $ 4,970 $ 7,160
Service cost 1,517 1,755 6 16
Interest cost 5,537 5,304 366 538
Actuarial (gain) loss 2,907 (554) 132 (2,518)
Benefits paid (5,135) (4,615) (486) (477)
Curtailments/Divestitures/Other - (31) - 251
--------------- --------------- ----------------- ----------------
Benefit obligation at end of year $ 78,562 $ 73,736 $ 4,988 $ 4,970
CHANGE IN PLAN ASSETS
Fair value of plan assets at beginning of year $ 100,643 $ 88,574 $ - $ -
Actual return (loss) on plan assets (11,559) 16,582 - -
Employer contributions 24 102 486 477
Benefits paid (5,135) (4,615) (486) (477)
--------------- --------------- ----------------- ----------------
Fair value of plan assets at end of year $ 83,973 $100,643 $ - $ -
RECONCILIATION OF FUNDED STATUS
Funded status $ 5,411 $ 26,907 $(4,988) $ (4,970)
Unrecognized net:
Transition (asset)/obligation (80) 28 N/A N/A
Prior service cost (1,816) (2,172) (345) (437)
(Gain) loss 9,666 (14,008) (2,538) (2,784)
Contributions after measurement date - 12 N/A N/A
--------------- --------------- ----------------- ----------------
Net amount recognized $ 13,181 $10,767 $(7,871) $ (8,191)
AMOUNTS RECOGNIZED IN STATEMENT OF FINANCIAL
POSITION
Prepaid benefit cost $ 12,859 $10,815 $ N/A $ N/A
Accrued benefit liability (1,059) (48) (7,871) (8,191)
Adjustment required to recognize minimum
liability - - N/A N/A
Accumulated other comprehensive loss 1,381 - N/A N/A
--------------- --------------- ----------------- ----------------
Net amount recognized $ 13,181 $ 10,767 $(7,871) $ (8,191)
SEPARATE DISCLOSURES FOR PENSION PLANS WITH
ACCUMULATED BENEFIT OBLIGATION IN EXCESS OF
PLAN ASSETS
Projected benefit obligation at end of year $ 8,260 $ - N/A N/A
Accumulated benefit obligation at end of year $ 7,569 $ - N/A N/A
Fair value of assets at end of year $ 6,511 $ - N/A N/A
45
JOURNAL REGISTER COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
7. PENSION AND POST-RETIREMENT PLANS (CONTINUED)
(Dollars in thousands)
Pension Benefits Post-Retirement Benefits
---------------- --------------------------
2001 2000 2001 2000
---- ---- ---- ----
COMPONENTS OF NET PERIODIC BENEFIT COST
Service cost $ 1,517 $ 1,755 $ 6 $ 16
Interest cost 5,537 5,304 366 538
Expected return on plan assets (8,856) (7,785) - -
Amortization of net:
Transition obligation 108 108 - -
Prior service cost (356) (355) (93) (92)
(Gain)/loss (352) 35 (395) (39)
------------ ------------ ------------- ------------
Net periodic benefit (income) expense $ (2,402) $ (938) $ (116) $ 423
ACTUARIAL ASSUMPTIONS (WEIGHTED AVERAGE)
Discount rate 7.50% 7.75% 7.50% 7.75%
Expected long-term return on plan assets 9.00% 9.00% N/A N/A
Rate of compensation increase 3.00% 3.00% 3.00% 3.00%
Rate of increase in health benefit costs N/A N/A 6.50% 6.50%
EFFECTS OF A CHANGE IN THE ASSUMED RATE OF
HEALTH BENEFIT COSTS
Effect of a 1% increase on:
Total of service cost and interest cost N/A N/A $ 36 $ 36
Post-retirement benefit obligation N/A N/A $ 452 $ 450
Effect of a 1% decrease on:
Total of service cost and interest cost N/A N/A $ (31) $ (29)
Post-retirement benefit obligation N/A N/A $ (386) $ 385)
The Company also has defined contribution plans covering certain
employees. Company contributions to these plans are based on a percentage of
participants' salaries and amounted to approximately $570,800, $668,300 and
$706,000 in fiscal years 2001, 2000 and 1999, respectively. The Company
contributes to various multi-employer union administered pension plans.
Contributions to these plans amounted to approximately $180,300, $178,100 and
$160,000 in fiscal years 2001, 2000 and 1999, respectively.
8. INCOME TAXES
The annual provision for taxes on income, in thousands, is as follows:
December 30, December 31, December 26,
2001 2000 1999
---------------- ---------------- -----------------
Current tax expense (benefit):
Federal $ 4,484 $ 73,851 $ 23,592
State (253) 6,831 2,145
---------------- ---------------- -----------------
Total current 4,231 80,682 25,737
Deferred tax expense:
Federal 5,450 6,577 5,244
State 1,137 3,692 713
---------------- ---------------- -----------------
Total deferred 6,587 10,269 5,957
---------------- ---------------- -----------------
Total provision for taxes $ 10,818 $ 90,951 $ 31,694
================ ================ =================
46
JOURNAL REGISTER COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
8. INCOME TAXES (CONTINUED)
The reconciliation of income taxes computed at the U.S. federal
statutory tax rate to income tax expense, in thousands for the years presented,
is as follows:
December 30, December 31, December 26,
2001 2000 1999
--------------- ---------------- ----------------
Tax at U.S. statutory rates $ 31,592 $ 91,685 $ 27,855
State taxes, net of federal tax benefit 575 6,840 1,858
Tax basis in excess of Book basis on sales (21,182) - -
Reversal of excess tax accruals (1,825) (7,993) -
Non-deductible goodwill amortization 1,982 2,003 1,976
Other (324) (1,584) 5
--------------- ---------------- ----------------
$ 10,818 $ 90,951 $ 31,694
=============== ================ ================
State net operating loss carryforwards were utilized as follows: $6.2
million in 2001, $235.0 million in 2000 and $12.4 million in 1999. At December
30, 2001, certain subsidiaries had net operating loss carryforwards available
ranging from approximately $693,000 to $131.9 million in various state and local
jurisdictions, which expire in various years through 2021. Substantial portions
of the related deferred tax assets are offset by valuation allowances.
Deferred income taxes reflect the net effect of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Significant components of
the Company's deferred tax liabilities and assets, in thousands, are as follows:
December 30, December 31,
2001 2000
--------------- ---------------
Deferred tax liabilities:
Property, plant and equipment $ 12,948 $ 12,212
Intangibles 23,472 18,592
Retiree benefits 1,923 892
--------------- ---------------
Total deferred tax liabilities 38,343 31,696
Deferred tax assets:
Net operating loss carryforwards 5,155 2,190
Other comprehensive income 2,572 -
Other 3,640 3,505
--------------- ---------------
Total deferred tax assets 11,367 5,695
Valuation allowance (4,995) (1,954)
--------------- ---------------
Net deferred tax assets 6,372 3,741
--------------- ---------------
Net deferred tax liabilities $ 31,971 $ 27,955
=============== ===============
The Company's valuation allowances for deferred tax assets increased by
$3.0 million in 2001, and decreased by $416,000 in 2000. The Company's federal
income tax returns have not been examined by the Internal Revenue Service.
47
JOURNAL REGISTER COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
9. COMMITMENTS AND CONTINGENCIES
The Company leases office space and equipment under noncancellable
operating leases. These leases contain several renewal options for periods up to
five years. The Company's future minimum lease payments under noncancellable
operating leases at December 30, 2001 are as follows:
(In thousands)
2002............................... $2,117
2003............................... 1,721
2004............................... 1,348
2005............................... 824
2006............................... 256
Total rent expense was $3.1 million, $3.0 million and $3.3 million for
the years ended December 30, 2001, December 31, 2000 and December 26, 1999,
respectively.
The Company is involved in certain litigation matters that have arisen
in the ordinary course of business. In the opinion of management, the outcome of
these legal proceedings should not have a material adverse impact on the
Company's financial position or results of operations.
10. ACQUISITIONS AND DISPOSITIONS
The Company applies the purchase method of accounting for acquisitions.
Acquisitions and dispositions of newspaper properties are subject to the
finalization of customary purchase price adjustments and closing costs within
one year from the date of acquisition or disposition. Proceeds from the sales of
newspaper properties in 2001 and 2000 were used to reduce the Company's
outstanding debt, purchase treasury shares, consummation of strategic
acquisitions, and for general corporate purposes.
On October 25, 2001, the Company completed the acquisition of THE
LITCHFIELD COUNTY TIMES, a weekly newspaper based in New Milford, Connecticut,
with circulation of approximately 15,000. The acquisition also includes three
lifestyle magazines serving Connecticut and New York, with total monthly
distribution of approximately 90,000. On September 14, 2001, the Company
completed the acquisition of the assets of THE REPORTER, a 19,000-circulation
daily newspaper based in Lansdale, Pennsylvania. On August 1, 2001, the Company
completed the acquisition of the assets of Roe Jan Independent Publishing, Inc.,
which is based in Hillsdale, New York. Total distribution of the two non-daily
publications included in this purchase is approximately 26,000. On June 7, 2001,
the Company completed the acquisition of the Montgomery Newspaper Group
operations, which is based in Fort Washington, Pennsylvania, from Metroweek
Corporation. Total distribution of these 24 non-daily publications is
approximately 283,000. On January 31, 2001, the Company completed the
acquisition of the Pennsylvania and New Jersey newspaper operations from
Chesapeake Publishing Corporation's Mid-Atlantic Division. Total non-daily
distribution of the 13 publications acquired is approximately 90,000.
On January 31, 2001, the Company completed the sale of the assets of THE
TIMES REPORTER, Dover/New Philadelphia, Ohio (including Midwest Offset, one of
the Company's commercial printing companies), and THE INDEPENDENT, Massillon,
Ohio and reported a pre-tax gain of $32.2 million on the sale ($42.1 million
gain after-tax).
On October 24, 2000, the Company sold substantially all the assets of
its Alton, Illinois newspaper, THE TELEGRAPH ("Alton") and reported a pre-tax
gain of $39.6 million on the sale ($24.6 million after-tax). On August 10, 2000,
the Company completed its sale of substantially all of the assets of the
Suburban Newspapers of Greater St. Louis and all of the issued and outstanding
capital stock of The Ladue News, Inc. (collectively, "St. Louis"). The Suburban
Newspapers of Greater St. Louis consisted of 38 free and 2 paid weekly
newspapers with a non-daily distribution of approximately 1.6 million in the
greater St. Louis area. The Ladue News published a weekly newspaper serving
approximately 40,000 households in St. Louis. The Company reported a pre-tax
gain of $141.1 million ($88.4 million after-tax).
48
JOURNAL REGISTER COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
11. QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
The following is a summary of the quarterly results of operations for
years ended December 30, 2001 and December 31, 2000:
1st 2nd 3rd 4th
Quarter Quarter Quarter Quarter
------------------ ------------------- ------------------ -----------------
(In thousands, except per share data)
2001(1)(2)
- --------------------
Revenues $ 94,937 $ 98,702 $ 97,618 $ 103,148
Operating income 20,861 25,256 19,596 22,828
Net income 49,405 10,394 8,867 9,466
Net income per common share:
Basic $ 1.12 $ 0.25 $ 0.21 $ 0.23
Diluted 1.12 0.25 0.21 0.23
2000(1)(3)
- --------------------
Revenues $ 113,207 $ 124,093 $ 112,943 $ 113,726
Operating income 27,821 37,470 31,147 32,818
Net income 8,472 14,285 108,073 38,551
Net income per common share:
Basic $ 0.19 $ 0.32 $ 2.39 $ 0.85
Diluted 0.19 0.32 2.37 0.85
- ------------------
(1) The amounts reported above include operating results of acquisitions
and dispositions for the period the operations were owned by the
Company (see Note 10, Acquisitions and Dispositions).
(2) Net income and net income per common share for the first quarter
include an after-tax gain of $42.1 million on the sale of THE TIMES
REPORTER, Dover/New Philadelphia, Ohio, and THE INDEPENDENT,
Massillon, Ohio.
(3) Net income and net income per common share include after-tax gains of
$88.4 million and $24.6 million on the sale of St. Louis and Alton in
the third and fourth quarters of 2000, respectively.
49
JOURNAL REGISTER COMPANY
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
(In thousands)
Balance at
Beginning Charges to Balance at
of Costs and End of
Description Period Adjustments(1) Expenses Deductions(2) Period
- --------------------------------------- ------------- ----------------- ------------ ------------------------------
YEAR ENDED DECEMBER 30, 2001
Allowance for doubtful accounts $ 3,443 $ 656 $ 4,585 $ 2,319 $ 6,365
Valuation allowance for deferred
tax assets $ 1,954 $ - $ 3,041 $ - $ 4,995
YEAR ENDED DECEMBER 31, 2000
Allowance for doubtful accounts $ 6,293 $ (604) $ 4,195 $ 6,441 $ 3,443
Valuation allowance for deferred
tax assets $ 2,370 $ - $ - $ 416 $ 1,954
YEAR ENDED DECEMBER 26, 1999
Allowance for doubtful accounts $ 4,632 $ 141 $ 4,257 $ 2,737 $ 6,293
Valuation allowance for deferred
tax assets $ 1,082 $ - $ 1,288 $ - $ 2,370
- ---------------------------
(1) Allowance for doubtful account adjustments related to acquisitions and
dispositions in the respective years. See Note 10 to the consolidated
financial statements for discussion of acquisitions and dispositions.
(2) Includes the write-off of uncollectable accounts and a reduction in the
valuation allowance for deferred tax assets.
50
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Information with respect to executive officers of the Company is
presented in Part I of this Report under the caption "Executive Officers of the
Registrant."
The information appearing under the captions "Proposal 1 - Election of
Directors", "Certain Transactions" and "Section 16(a) Beneficial Ownership
Reporting Compliance" in the Company's Proxy Statement for its 2002 Annual
Meeting of Stockholders (the "2002 Proxy Statement") is incorporated herein by
reference.
ITEM 11. EXECUTIVE COMPENSATION.
Information appearing under the caption "Executive Compensation" in the
2002 Proxy Statement is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
Information appearing under the caption "Security Ownership of
Beneficial Owners and Management" in the 2002 Proxy Statement is incorporated
herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Information appearing under the caption "Certain Transactions" in the
2002 Proxy Statement is incorporated herein by reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a) 1. FINANCIAL STATEMENTS.
The financial statements are included in Part II, Item 8 of this Report.
2. FINANCIAL STATEMENT SCHEDULES AND SUPPLEMENTARY INFORMATION REQUIRED
TO BE SUBMITTED.
Schedule of Valuation and Qualifying Accounts on Schedule II is included
in Part II, Item 8 of this report.
All other schedules have been omitted because they are inapplicable or
the required information is shown in the consolidated financial
statements or related notes.
(b) REPORTS ON FORM 8-K.
None.
51
(c) INDEX TO EXHIBITS.
The following is a list of all Exhibits filed as part of this Report:
Exhibit No. Description
----------- -----------
*2.1 Master Agreement, dated as of May 17, 1998, by and
among each of the persons listed on Annex A and Annex
B thereto, Richard G. Schneidman, as Designated
Stockholder, and the Company (filed as Exhibit 99.2 to
the Company's Current Report on Form 8-K/A, dated June
30, 1998, File No. 1-12955).
*3.1 Amended and Restated Certificate of Incorporation
(filed as Exhibit 3(i) to the Company's Form 10-Q/A
Amendment No. 1 for the fiscal quarter ended June 30,
1997, File No. 1-12955 (the "June 1997 Form 10-Q")).
*3.2 Amended and Restated By-laws (filed as Exhibit 3(ii)
to the Company's Form 10-Q for the fiscal quarter
ended September 30, 1999, File No. 1-12955 (the
"September 1999 Form 10-Q)).
*4.1 Company Common Stock Certificate (filed as Exhibit 4.1
the Company's Registration Statement on Form S-1,
Registration No. 333-23425 (the "Form S-1")).
4.2 Rights Agreement dated as of July 17, 2001 between the
Company and the Bank of New York, as Rights Agent
(filed as Exhibit 4.1 to the Company's Report on Form
8-K dated July 18, 2001, File No. 1-12955).
*10.1(a) 1997 Stock Incentive Plan (filed as Exhibit 10.2 to
the June 1997 Form 10-Q). +
**10.1(b) Amendment to the 1997 Stock Incentive Plan. +
*10.2 Management Bonus Plan (filed as Exhibit 10.3 to the
June 1997 Form 10-Q).+
*10.3 Supplemental 401(k) Plan (filed as Exhibit 10.4 to the
Form S-1).+
*10.4 Voting Agreement by and among Journal Register
Company, Warburg, Pincus Capital Company, L.P.,
Warburg, Pincus Capital Partners, L.P. and Warburg,
Pincus Investors, L.P. (filed as Exhibit 10.5 to the
June 1997 Form 10-Q).
*10.5 Registration Rights Agreement by and among Journal
Register Company, Warburg, Pincus Capital Company,
L.P., Warburg, Pincus Capital Partners, L.P. and
Warburg, Pincus Investors, L.P. (filed as Exhibit 10.6
to the June 1997 Form 10-Q).
*10.6 Credit Agreement among Journal Register Company, each
of the banks and other financial institutions that is
a signatory thereto or which, pursuant to Section 2.01
(c) or Section (b) thereto, becomes a "Lender"
thereunder and the Chase Manhattan Bank, as
administrative agent for the lenders (filed as Exhibit
10.7 to the September 1999 Form 10-Q).
**10.7 Executive Incentive Compensation Plan. +
**10.8 Employment Agreement by and between Journal Register
Company and Robert M. Jelenic dated October 10,
2001. +
**10.9 Employment Agreement by and between Journal Register
Company and Jean B. Clifton dated October 10, 2001. +
**21.1 Subsidiaries of Journal Register Company.
**23.1 Consent of Ernst & Young LLP.
**24 Power of Attorney (appears on signature page).
- --------------------
+ Management contract or compensatory plan or arrangement.
* Incorporated by reference.
** Filed herewith.
52
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, in the City of
Trenton, State of New Jersey, on the 28th day of March 2002.
JOURNAL REGISTER COMPANY
By:/S/ ROBERT M. JELENIC
------------------------------------------------
Robert M. Jelenic
Chairman, President and Chief Executive Officer
KNOWN BY ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints both Robert M. Jelenic and Jean B.
Clifton his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments to this Annual Report on
Form 10-K, and to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent or their or his or her
substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated on the 28th day of March 2002.
SIGNATURE TITLE(S)
--------- --------
/S/ ROBERT M. JELENIC Chairman, President, Chief Executive Officer and
- -----------------------------------------------------
Robert M. Jelenic Director (Principal Executive Officer)
/S/ JEAN B. CLIFTON Executive Vice President, Chief Financial Officer
- -----------------------------------------------------
Jean B. Clifton (Principal Financial and Accounting Officer), Secretary
and Director
/S/ JOHN L. VOGELSTEIN Director
- -----------------------------------------------------
John L. Vogelstein
/S/ ERROL M. COOK Director
- -----------------------------------------------------
Errol M. Cook
/S/ GARY D. NUSBAUM Director
- -----------------------------------------------------
Gary D. Nusbaum
/S/ JOHN R. PURCELL Director
- -----------------------------------------------------
John R. Purcell
/S/ JOSEPH A. LAWRENCE Director
- -----------------------------------------------------
Joseph A. Lawrence
/S/ BURTON B. STANIAR Director
- -----------------------------------------------------
Burton B. Staniar
53
EXHIBIT INDEX
Exhibit No. Description of Exhibit
----------- ----------------------
*2.1 Master Agreement, dated as of May 17, 1998, by and
among each of the persons listed on Annex A and Annex
B thereto, Richard G. Schneidman, as Designated
Stockholder, and the Company (filed as Exhibit 99.2 to
the Company's Current Report on Form 8-K/A, dated June
30, 1998, File No. 1-12955).
*3.1 Amended and Restated Certificate of Incorporation
(filed as Exhibit 3(i) to the Company's Form 10-Q/A
Amendment No. 1 for the fiscal quarter ended June 30,
1997, File No. 1-12955 (the "June 1997 Form 10-Q")).
*3.2 Amended and Restated By-laws (filed as Exhibit 3(ii)
to the Company's Form 10-Q for the fiscal quarter
ended September 30, 1999, File No. 1-12955 (the
"September 1999 Form 10-Q)).
*4.1 Company Common Stock Certificate (filed as Exhibit 4.1
the Company's Registration Statement on Form S-1,
Registration No. 333-23425 (the "Form S-1")).
4.2 Rights Agreement dated as of July 17, 2001 between the
Company and the Bank of New York, as Rights Agent
(filed as Exhibit 4.1 to the Company's Report on Form
8-K dated July 18, 2001, File No. 1-12955).
*10.1(a) 1997 Stock Incentive Plan (filed as Exhibit 10.2 to
the June 1997 Form 10-Q).+
**10.1(b) Amendment to the 1997 Stock Incentive Plan.+
*10.2 Management Bonus Plan (filed as Exhibit 10.3 to the
June 1997 Form 10-Q). +
*10.3 Supplemental 401(k) Plan (filed as Exhibit 10.4 to the
Form S-1). +
*10.4 Voting Agreement by and among Journal Register
Company, Warburg, Pincus Capital Company, L.P.,
Warburg, Pincus Capital Partners, L.P. and Warburg,
Pincus Investors, L.P. (filed as Exhibit 10.5 to the
June 1997 Form 10-Q).
*10.5 Registration Rights Agreement by and among Journal
Register Company, Warburg, Pincus Capital Company,
L.P., Warburg, Pincus Capital Partners, L.P. and
Warburg, Pincus Investors, L.P. (filed as Exhibit 10.6
to the June 1997 Form 10-Q).
*10.6 Credit Agreement among Journal Register Company, each
of the banks and other financial institutions that is
a signatory thereto or which, pursuant to Section 2.01
(c) or Section (b) thereto, becomes a "Lender"
thereunder and the Chase Manhattan Bank, as
administrative agent for the lenders (filed as Exhibit
10.7 to the September 1999 Form 10-Q).
**10.7 Executive Incentive Compensation Plan. +
**10.8 Employment Agreement by and between Journal Register
Company and Robert M. Jelenic dated October 10,
2001. +
**10.9 Employment Agreement by and between Journal Register
Company and Jean B. Clifton dated October 10, 2001. +
**21.1 Subsidiaries of Journal Register Company.
**23.1 Consent of Ernst & Young LLP.
**24 Power of Attorney (appears on signature page).
- -------------------
+ Management contract or compensatory plan or arrangement.
* Incorporated by reference.
** Filed herewith.
54
EXHIBIT 21.1
------------
LIST OF SUBSIDIARIES OF JOURNAL REGISTER COMPANY
The following is a list of the corporations that are subsidiaries of Journal
Register Company, a Delaware corporation. If indented, the corporation listed is
a wholly-owned subsidiary of the corporation under which it is listed.
State of (1) Number of
Name of Corporation Incorporation Owned Subsidiaries
- ------------------- ------------- ------------------
Journal News, Inc. Delaware
Journal Register East, Inc. Delaware 20
Northeast Publishing Company, Inc. Delaware 11
Chanry Media, Inc. Delaware 8
Register Company, Inc. Delaware
JRC.com, LLC Delaware
INSI Holdings, Inc. Delaware 2
55
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 (No 333-27555) pertaining to the 1997 Stock Incentive Plan of Journal
Register Company of our report dated February 4, 2002, with respect to the
consolidated financial statements and schedule of Journal Register Company
included in the Annual Report on Form 10-K of Journal Register Company for the
year ended December 30, 2001.
/S/ ERNST & YOUNG LLP
---------------------
MetroPark, New Jersey
March 21, 2002
56