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, 2003
Or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURIIES EXCHANGE ACT OF 1934
For the transition period from to
-------------- --------------
Commission File Number: 0-7832
---------------------------------------
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
incorporation or organization) Identification No.)
333 W. State Street, Milwaukee, Wisconsin 53203
------------------------------------------- --------
(Address of principal executive offices) (Zip Code)
414-224-2728
--------------------------------------------------
Registrant's telephone number, including area code
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
----- -----
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act)
Yes No X
----- -----
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of May 2, 2003:
Class Outstanding at May 2, 2003
Units of Beneficial Interest 25,920,000*
* 2,884,263 of which were held by Journal Communications, Inc. in treasury
1
JOURNAL EMPLOYEES' STOCK TRUST
INDEX
Page No.
--------
Part I. Financial Information
Item 1. Financial Statements
Statements of Financial Position
As of March 31, 2003 (Unaudited)
and December 31, 2002 3
Unaudited Statements of Trust Activity
First Quarter ended March 31, 2003 and 2002 4
Unaudited Statements of Cash Flows
First Quarter ended March 31, 2003 and 2002 5
Notes to Financial Statements
March 31, 2003 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 8
Item 3. Quantitative and Qualitative Disclosure
About Market Risk 8
Item 4. Controls and Procedures 8
Part II. Other Information
Items 1-4. 8
Items 5-6. 9
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JOURNAL EMPLOYEES' STOCK TRUST
Statements of Financial Position
March 31, 2003 December 31, 2002
-------------- -----------------
(Unaudited)
Assets $ -- $ --
=============== =================
Liabilities and Stock Trust Equity $ -- $ --
=============== =================
See notes to financial statements.
3
JOURNAL EMPLOYEES' STOCK TRUST
Unaudited Statements of Trust Activity
(in thousands, except per share amounts)
First Quarter Ended March 31
----------------------------
2003 2002
-------- --------
Dividends on common stock of
Journal Communications, Inc.
held by the Stock Trust $ 6,911 $ 7,079
========== ==========
Dividends to holders of units
of beneficial interest $ 6,636 $ 7,079
Distributions in lieu of dividends to holders
of units of beneficial interest 275 --
---------- ----------
$ 6,911 $ 7,079
========== ==========
Dividends per share $ 0.30 $ 0.30
========== ==========
See notes to financial statements.
4
JOURNAL EMPLOYEES' STOCK TRUST
Unaudited Statements of Cash Flows
(in thousands)
First Quarter Ended March 31
----------------------------
2003 2002
-------- --------
Sources of cash:
Receipts from purchasers of units
of beneficial interest $ -- $ 94,854
Dividends received from
Journal Communications, Inc. 6,911 7,079
---------- -----------
$ 6,911 $ 101,933
Uses of cash:
Disbursements to sellers of
units of beneficial interest -- (94,854)
Dividends paid to holders of
units of beneficial interest (6,636) (7,079)
Distributions in lieu of dividends to
holders of units of beneficial interest (275) --
---------- -----------
$ (6,911) $ (101,933)
Net change in cash $ -- $ --
Cash at beginning of year -- --
---------- -----------
Cash at March 31, 2003 and 2002 $ -- $ --
---------- -----------
See notes to financial statements.
5
JOURNAL EMPLOYEES' STOCK TRUST
Notes to Financial Statements
Quarter ended March 31, 2003
1. Organization
The primary business of Journal Employees' Stock Trust (the Stock Trust) is
being the holder of record of certain shares of common stock of Journal
Communications, Inc. (the Company), the issuance of, record keeping and
transactions in units of beneficial interest (units) that represent shares of
common stock of the Company owned by the Stock Trust, voting (including issuance
and tabulation of unitholder proxies) of the common stock of the Company owned
by the Stock Trust, and such other matters as are specified in the Journal
Employees Stock Trust Agreement, dated May 15, 1937, as amended (the Trust
Agreement). 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 and former employees who own units (unitholders).
2. Common Stock of the Company
The Stock Trust is the holder of record of 90% of the Company's common stock.
The Stock Trust has issued one unit for each share of common stock which the
Stock Trust holds.
3. Suspension of Purchase and Sale of Units
On October 25, 2002, the Company's board of directors directed management and
the Company's financial adviser to explore potential sources for additional
permanent capital for the Company. The Company indicated at that time that it
expected the process could take from six to nine months. As a result, the
Company suspended the purchase and sale of units under the Trust Agreement while
the Company explores additional permanent capital.
4. Unitholders' Sales of Units of Beneficial Interest
Unitholders may offer to sell their units only in accordance with the terms and
conditions of the Trust Agreement, which provides four classes of optionees the
right to elect to purchase units offered for sale. Units sold to the Company are
sold at the option price in effect on the date of the sale.
The Company, as one of the optionees under the Trust Agreement, is not obligated
to purchase units, though in recent years for the convenience of unitholders, it
has elected to do so. There is no assurance the Company will elect to buy units
offered for sale in the future. For the past few years until the October 25,
2002 suspension of purchasing and selling of units, the Company had elected to
offer units owned by the Company for sale to eligible Company employees through
a rotation system.
6
JOURNAL EMPLOYEES' STOCK TRUST
Notes to Financial Statements
5. Distributions in Lieu of Dividends During Suspension of Trading
The Trust Agreement provides that a unitholder will receive the unit price for
units subject to an option event when they are sold, plus either (i) interest at
the rate set by the trustees if other unitholders or the Grant family
shareholders ultimately buy the units subject to the option event, or (ii) the
dividends declared by the Company's Board of Directors if the Company ultimately
buys the units subject to the option event. The Company suspended the purchase
and sales of units on October 25, 2002; however, option events still occur
pursuant to the terms of the Trust Agreement (for example, when a unitholder
leaves employment of the Company). As a result, it cannot be determined who will
purchase units subject to option events during the suspension period (and,
similarly, it cannot be determined whether the unitholder whose units are
subject to an option event during the suspension period will eventually receive
interest or dividends). In order to avoid inconvenience to unitholders that may
result from the delay in paying either interest or dividends during the
suspension period, the trustees have determined that the Stock Trust will make
payments to unitholders whose units become subject to option events during the
suspension period in an amount equal to the dividends paid by the Company during
this period. When the units are eventually sold, the unitholder will receive the
sale proceeds calculated in accordance with the terms of the Trust Agreement,
less the amount of these payments. These payments in the first quarter ended
March 31, 2003 totaled $275,409.
6. Common Stock Held and Units Outstanding
At March 31, 2003 and December 31, 2002, the Stock Trust held 25,920,000 shares
of the Company's common stock and has issued 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
Distributable stock trust income is based solely on dividends from Journal
Communications, Inc.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE OF MARKET RISK
None.
ITEM 4. CONTROLS AND PROCEDURES
The Stock Trust carried out an evaluation, within 90 days prior to the filing
date of this report, under the supervision and with the participation of certain
of the Trustees of the Stock Trust, of the effectiveness of the design and
operation of the Stock Trust's disclosure controls and procedures, as defined in
Exchange Act Rules 13a-14(c) and 15d-14(c). Based on that evaluation, they
concluded that our disclosure controls and procedures are effective to ensure
that information required to be disclosed in the Stock Trust's Exchange Act
reports is recorded, processed, summarized and reported within the time periods
specified in the Securities and Exchange Commission's rules and forms, and that
such information is accumulated and communicated to them to allow timely
decisions regarding required disclosure.
There have been no significant changes in the Stock Trust's internal controls or
in other factors that could significantly affect these controls subsequent to
the date of their evaluation.
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 MATTERS TO A VOTE OF SECURITY HOLDERS
None.
8
JOURNAL EMPLOYEES' STOCK TRUST
ITEM 5. OTHER INFORMATION
The primary business of the Stock Trust is being the holder of record of certain
shares of common stock of the Company, the issuance of, record keeping and
transactions in units that represent shares of common stock of the Company owned
by the Stock Trust, voting (including issuance and tabulation of unitholder
proxies) of the common stock of the Company owned by the Stock Trust, and such
other matters as are specified in the Trust Agreement. The Company files annual,
quarterly and special reports, proxy statements and other information with the
SEC, some of which contain information about the Company and its operations. SEC
filings of the Company are available to the public over the Internet at the
SEC's web site at http://www.sec.gov. You may read and copy any filed document
at the SEC's public reference rooms in Washington, D.C. at 450 Fifth Street,
N.W., Judiciary Plaza, Washington, D.C. 20549, and at the SEC's regional offices
in New York, New York and Chicago, Illinois.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits
Exhibit No. Description
---------- -----------
99.1 Written Statement of the Trustee (Steven J. Smith) with
respect to compliance with Section 13(a) of the Securities
and Exchange Act of 1934.
99.2 Written Statement of the Trustee (Paul M. Bonaiuto) with
respect to compliance with Section 13(a) of the Securities
and Exchange Act of 1934.
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.
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 6, 2003 By: /s/ Steven J. Smith
--------------------------------
Steven J. Smith
Trustee
Date: May 6, 2003 By: /s/ Paul M. Bonaiuto
--------------------------------
Paul M. Bonaiuto
Trustee
9
JOURNAL EMPLOYEES' STOCK TRUST
CERTIFICATIONS
I, Steven J. Smith, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Journal Employees
Stock Trust;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of the registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date May 6, 2003 /s/ Steven J. Smith
---------------------------- ---------------------------
Steven J. Smith
Trustee
10
JOURNAL EMPLOYEES' STOCK TRUST
I, Paul M. Bonaiuto, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Journal Employees
Stock Trust;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of the registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date May 6, 2003 /s/ Paul M. Bonaiuto
------------------------- ---------------------------
Paul M. Bonaiuto
Trustee
11