UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended: March 31, 2002
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OF 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number 0-7832
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JOURNAL EMPLOYEES' STOCK TRUST
(Exact name of registrant as specified in its charter)
WISCONSIN 39-6153189
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
P.O. Box 661, 333 W. State St.,
Milwaukee, Wisconsin 53201 53201
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 414 224-2728
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES_X_ NO__
As of March 31, 2002 there were 25,920,000 shares of Registrant's Units of
Beneficial Interest outstanding.
JOURNAL EMPLOYEES' STOCK TRUST
INDEX
Page No.
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Part I. Financial Information
Item 1. Financial Statements (Unaudited)
Statements of Financial Position
As of March 31, 2002 and December 31, 2001 3
Statements of Trust Activity
Three months ended March 31, 2002 and 2001 4
Statements of Cash Flows
Three months ended March 31, 2002 and 2001 5
Notes to Financial Statements
March 31, 2002 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 8
Item 3. Quantitative and Qualitative Disclosure
of Market Risk 8
Part II. Other Information
Items 1-6. 8
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JOURNAL EMPLOYEES' STOCK TRUST
Statements of Financial Position
(Unaudited)
March 31, 2002 December 31, 2001
-------------- -----------------
Assets $ -- $ --
========= =========
Liabilities $ -- $ --
========= =========
See notes to financial statements.
3
JOURNAL EMPLOYEES' STOCK TRUST
Statements of Trust Activity
In thousands
(Unaudited)
Three Months Ended
------------------
March 31, 2002 March 31, 2001
-------------- --------------
Dividends on common stock of
Journal Communications, Inc.
held by the Stock Trust $7,079 $8,476
====== ======
Dividends to holders of units
of beneficial interest $7,079 $8,476
====== ======
Dividends per share $ 0.30 $ 0.35
====== ======
See notes to financial statements.
4
JOURNAL EMPLOYEES' STOCK TRUST
Statements of Cash Flows
In thousands
(Unaudited)
Three Months Ended
------------------
March 31, 2002 March 31, 2001
-------------- --------------
Sources of cash:
Receipts from purchasers of units
of beneficial interest $ 94,854 $ 24,833
Dividends received from
Journal Communications, Inc. 7,079 8,476
--------- ---------
101,933 33,309
Uses of cash:
Disbursements to sellers of
units of beneficial interest (94,854) (24,833)
Dividends paid to holders of
units of beneficial interest (7,079) (8,476)
--------- ---------
(101,933) (33,309)
--------- ---------
Net change in cash 0 0
Cash at beginning of year 0 0
--------- ---------
Cash at March 31 $ 0 $ 0
========= =========
See notes to financial statements.
5
JOURNAL EMPLOYEES' STOCK TRUST
Notes to Financial Statements
March 31, 2002
(Unaudited)
1. Organization
------------
The only business of Journal Employees' Stock Trust (the Stock Trust),
under the Journal Employee Stock Trust Agreement, dated May 15, 1937, as
amended (the Trust Agreement), is being the holder of record of common
stock of Journal Communications, Inc. (the Company), the issuance of units
of beneficial interest (units) in exchange for shares of the Company's
common stock, and, in limited instances, voting shares of the Company's
common stock held by it. The Stock Trust is administered by five trustees
who are currently officers and directors of the Company and receive no
remuneration for services performed for the Stock Trust. The trustees are
required to distribute all Stock Trust income (consisting solely of
dividends paid by the Company), less such amounts as the trustees deem
necessary for payment of administrative expenses, as soon as practicable
after receipt. Since its origination, substantially all expenses of the
Stock Trust have been paid by the Company, and cash dividends payable to
the Stock Trust have been paid by the Company directly to the employees who
own units (unitholders). The Stock Trust distributes all of its income and,
therefore, pays no income taxes under applicable income tax codes.
2. Common Stock of the Company
---------------------------
The Stock Trust is the holder of record of ninety percent of the Company's
common stock. The Stock Trust has issued one unit for each share of common
stock which the Stock Trust holds. The Company offers such units to its
employees or employees of its subsidiaries (employees).
3. Unitholders' Sales of Units of Beneficial Interest
--------------------------------------------------
Unitholders may sell their units only in accordance with the terms and
conditions of the Trust Agreement. Since 1996, the procedure under which
employees have bought and sold units has essentially been that the Company
has purchased units under the Trust Agreement and resold them to active
employees in lieu of the Trust Agreement's more cumbersome procedure under
which selling unitholders sell units directly to "optionees" designated in
accordance with the Trust Agreement. Purchases and sales of units by the
Company are made at the formula price as set forth by the Trust Agreement.
Payments for units sold by unitholders are deposited with the Stock Trust
by the purchaser and remitted by the Stock Trust to the seller.
6
JOURNAL EMPLOYEES' STOCK TRUST
Notes to Financial Statements, continued
March 31, 2002
(Unaudited)
4. Common Stock Held and Trust Certificates Outstanding
----------------------------------------------------
At March 31, 2002 and 2001, the Stock Trust held 25,920,000 shares of the
Company's common stock and has issued certificates evidencing a like number
of units of beneficial interest.
7
JOURNAL EMPLOYEES' STOCK TRUST
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Income is based solely on dividends from Journal Communications, Inc.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE OF MARKET RISK
None.
Part II. Other Information
ITEM 1 - LEGAL PROCEEDINGS
None.
ITEM 2 - CHANGES IN SECURITIES AND USE OF PROCEEDS
None.
ITEM 3 - DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4 - SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5 - OTHER INFORMATION
None.
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits
None.
b) Reports on Form 8-K
The Stock Trust did not file any report on Form 8-K during the period
covered by this quarterly report.
8
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: May 8, 2002 By: /s/ Steven J. Smith
----------------- --------------------------------------
Steven J. Smith
Trustee
Date: May 8, 2002 By: /s/ Paul M. Bonaiuto
----------------- --------------------------------------
Paul M. Bonaiuto
Trustee
9