-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Atk6T8XMdg24Of+gbgHKXdPwtGHhXoFRtPDIq8uxgDucE/fg6qNd3tjdxM1m92au CRNOIuBP9rLtiVYvqgCCgg== 0001157523-08-009992.txt : 20081219 0001157523-08-009992.hdr.sgml : 20081219 20081219080057 ACCESSION NUMBER: 0001157523-08-009992 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20081219 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20081219 DATE AS OF CHANGE: 20081219 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JOURNAL COMMUNICATIONS INC CENTRAL INDEX KEY: 0001232241 STANDARD INDUSTRIAL CLASSIFICATION: NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING [2711] IRS NUMBER: 200020198 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31805 FILM NUMBER: 081258793 BUSINESS ADDRESS: STREET 1: 333 WEST STATE STREET CITY: MILWAUKEE STATE: WI ZIP: 83203 FORMER COMPANY: FORMER CONFORMED NAME: JOURNAL CO DATE OF NAME CHANGE: 20030512 8-K 1 a5857989.htm JOURNAL COMMUNICATIONS, INC. 8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

______________________________

 

Date of Report

(Date of earliest
event reported):

December 19, 2008



  Journal Communications, Inc.

(Exact name of registrant as specified in its charter)



Wisconsin

1-31805

20-0020198

(State or other

jurisdiction of

incorporation)

(Commission File

Number)

(IRS Employer

Identification No.)


 

333 West State Street, Milwaukee, Wisconsin 53203

(Address of principal executive offices, including zip code)


  (414) 224-2000
(Registrant’s telephone number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 8.01.         Other Events.

On December 19, 2008, Journal Communications, Inc. (the “Company”) announced that in connection with its annual impairment testing of goodwill and other intangible assets, conducted each year in the fourth quarter, it expects to conclude it will be necessary to record a non-cash goodwill impairment charge in accordance with generally accepted accounting principles.  In addition, the Company may need to record an additional impairment charge for other intangible assets in the fourth quarter ending December 28, 2008.  The charge for goodwill impairment may potentially be up to the total amount of the Company’s goodwill. As of September 28, 2008 (end of the Company’s third quarter), the Company’s goodwill was $240.4 million.  

A copy of the Company’s press release announcing the charge is filed as Exhibit 99 to this Current Report on Form 8-K.

Item 9.01.         Financial Statements and Exhibits.

(a)  Not applicable.

(b)  Not applicable.

(c)  Not applicable.

(d)  Exhibits.  The following exhibit is being filed herewith:

      (99)      Press release of Journal Communications, Inc., dated December 19, 2008.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

JOURNAL COMMUNICATIONS, INC.

 

 
 
Date:

December 19, 2008

By:

/s/ Andre J. Fernandez

Andre J. Fernandez

Executive Vice President, Finance and

Strategy, and Chief Financial Officer


JOURNAL COMMUNICATIONS, INC.

EXHIBIT INDEX TO FORM 8-K

Exhibit No.

 
(99) Press release of Journal Communications, Inc., dated December 19, 2008.

EX-99 2 a5857989ex99.htm EXHIBIT 99

Exhibit 99

Journal Communications to Include Non-Cash Impairment Charge in 4th Quarter 2008 Financial Statements

MILWAUKEE--(BUSINESS WIRE)--December 19, 2008--Journal Communications, Inc. (NYSE:JRN) announced today that in connection with its annual impairment testing of goodwill and other intangible assets, conducted each year in the fourth quarter, it expects to conclude a non-cash goodwill impairment charge will be necessary. In addition, the Company may need to record an additional amount for other intangible assets in the fourth quarter ending December 28, 2008. Further deteriorating macro-economic factors, a prolonged adverse change in the business climate, further deteriorating market conditions and results and the growing difference between the Company’s book value and its fair value as derived from its stock price are the primary reasons for the expected impairment charge in accordance with generally accepted accounting principles.

The non-cash impairment charge is expected to primarily affect the book value of the Company’s broadcast intangible assets. The charge will have no effect on cash flows, but will reduce reported earnings per share for the fourth quarter and full year 2008.

“The challenging economy and precipitous decline in the stock market is impacting our stock and the stock of other media companies,” said Steven J. Smith, chairman and chief executive officer. “We believe that the current stock price understates the value of Journal Communications and the significance that our advertisers and audiences find in our products and services. The quality of our products and the strength of our brands in our local markets cause us to be optimistic about the long term prospects for our Company.”

“We believe that we are well positioned to weather cyclical advertising weakness as well as longer-term industry evolution. The expected charge will be a non-cash charge to GAAP earnings and will not affect our ability to generate cash. We will continue to position the Company for success beyond the current economic environment,” said Andre J. Fernandez, executive vice president and chief financial officer.

As of the end of the third quarter on September 28, 2008, the Company’s goodwill was $240.4 million. The charge for goodwill may potentially be up to the total amount of the Company’s goodwill.


Forward-looking Statements

This press release contains certain forward-looking statements related to our businesses that are based on our current expectations. Forward-looking statements are subject to certain risks, trends and uncertainties, including changes in advertising demand and other economic conditions that could cause actual results to differ materially from the expectations expressed in forward-looking statements. All forward-looking statements should be evaluated with the understanding of their inherent uncertainty. Our written policy on forward-looking statements can be found on page 1 of our most recent Annual Report on Form 10-K and on page 23 of our most recent Quarterly Report on Form 10-Q, each as filed with the Securities and Exchange Commission.

About Journal Communications

Journal Communications, Inc., headquartered in Milwaukee, Wisconsin, was founded in 1882. We are a diversified media company with operations in publishing, radio and television broadcasting, interactive media and printing services. We publish the Milwaukee Journal Sentinel, which serves as the only major daily newspaper for the Milwaukee metropolitan area, and 55 community newspapers and shoppers in Wisconsin and Florida. We own and operate 35 radio stations and 12 television stations in 12 states and operate an additional television station under a local marketing agreement. Our interactive media assets include about 120 online enterprises that are associated with our daily and community newspapers and television and radio stations. We also provide a wide range of commercial printing services -- including printing of publications, professional journals and documentation material -- and operate a direct marketing services business.

CONTACT:
Journal Communications, Inc.
Andre J. Fernandez
Executive Vice President, Finance & Strategy
and Chief Financial Officer
414-224-2884

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