UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [x] Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For Quarter Ended March 31, 1995 OR [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number 1-6227 Lee Enterprises, Incorporated A Delaware Corporation I.D. #42-0823980 215 N. Main Street, Davenport, Iowa 52801 Phone: (319) 383-2100 Indicate by a 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 the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practical date. Class Outstanding at March 31, 1995 Common Stock, $2.00 par value 17,242,290 Class "B" Common Stock, $2.00 par value 6,641,510 PART I. FINANCIAL INFORMATION Item 1. LEE ENTERPRISES, INCORPORATED CONSOLIDATED STATEMENTS OF INCOME (In Thousands Except Per Share Data) Three Months Six Months Ended March 31, Ended March 31, 1995 1994 1995 1994 (Unaudited) Operating revenue: Newspaper: Advertising $ 31,809 $ 30,194 $ 69,663 $ 65,202 Circulation 16,869 16,406 33,945 32,848 Other 12,567 10,031 23,895 19,361 Broadcasting 21,721 20,893 51,068 43,827 Media products and services 13,809 15,440 28,512 31,072 Equity in net income of associated companies 1,866 1,959 4,646 4,700 $ 98,641 $ 94,923 $211,729 $197,010 Operating expenses: Compensation costs $ 35,730 $ 34,506 $ 71,984 $ 68,609 Newsprint and ink 6,367 4,859 13,143 10,715 Depreciation 2,975 2,649 5,820 5,332 Amortization of intangibles 3,004 3,173 6,025 6,333 Other 31,392 30,282 65,324 61,528 $ 79,468 $ 75,469 $162,296 $152,517 Operating income $ 19,173 $ 19,454 $ 49,433 $ 44,493 Financial (income) expense, net: Financial (income) $ (622) $ (540) $ (1,433) $ (1,249) Financial expense 2,664 3,363 5,920 7,095 $ 2,042 $ 2,823 $ 4,487 $ 5,846 Income before taxes on income $ 17,131 $ 16,631 $ 44,946 $ 38,647 Income taxes 6,015 7,067 17,004 15,766 Net income $ 11,116 $ 9,564 $ 27,942 $ 22,881 Weighted average number of shares 22,610 23,461 22,760 23,461 Earnings per share $ .49 $ .41 $ 1.23 $ .98 Dividends per share $ .22 $ .21 $ .44 $ .42 LEE ENTERPRISES, INCORPORATED CONDENSED CONSOLIDATED BALANCE SHEETS (In Thousands) March 31, September 30, 1995 1994 (Unaudited) ASSETS Cash and cash equivalents $ 46,556 $ 18,784 Temporary investments 200 38,859 Accounts receivable, net 51,170 48,339 Inventories 13,056 13,147 Film rights and other 12,564 16,578 Total current assets $123,546 $135,707 Investments, associated companies 10,332 21,969 Property and equipment, net 92,440 82,164 Intangibles and other assets 288,790 234,861 $515,108 $474,701 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities $103,401 $ 99,730 Long-term debt, less current maturities 73,367 98,641 Deferred items 38,373 34,400 Stockholders' equity 299,967 241,930 $515,108 $474,701 LEE ENTERPRISES, INCORPORATED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In Thousands) 1995 1994 (Unaudited) Six Months Ended March 31: CASH PROVIDED BY OPERATIONS Net income $ 27,942 $ 22,881 Adjustments to reconcile net income to net cash provided by operations: Depreciation and amortization 11,845 11,665 Distributions in excess of earnings of associated companies 2,066 1,624 Other balance sheet changes (3,303) 5,806 Net cash provided by operations $ 38,550 $ 41,976 CASH PROVIDED BY (REQUIRED FOR) INVESTING ACTIVITIES Acquisitions $ 7,194 $ (2,370) Purchase of temporary investments (200) (67,579) Proceeds from maturities of temporary investments 38,859 71,484 Purchase of property and equipment (6,564) (8,600) Net cash provided by (required for) investing activities $ 39,289 $ (7,065) CASH (REQUIRED FOR) FINANCING ACTIVITIES Purchase of common stock $(19,369) $ (1,933) Cash dividends paid (4,933) (4,836) Payment of debt (25,000) (25,667) Other (765) 309 Net cash (required for) financing activities $(50,067) $(32,127) Net increase in cash and cash equivalents $ 27,772 $ 2,784 Cash and cash equivalents: Beginning 18,784 17,072 Ending $ 46,556 $ 19,856 LEE ENTERPRISES, INCORPORATED NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL INFORMATION NOTE 1. BASIS OF PRESENTATION The information furnished reflects all adjustments, consisting of normal recurring accruals, which are, in the opinion of management, necessary to a fair presentation of the financial position as of March 31, 1995 and the results of operations for the three- and six-month periods ended March 31, 1995 and 1994 and cash flows for the six-month periods ended March 31, 1995 and 1994. NOTE 2. INVESTMENT IN ASSOCIATED COMPANIES Condensed operating results of unconsolidated associated companies are as follows: Three Months Ended Six Months Ended March 31, March 31, 1995 1994 1995 1994 (In Thousands) (Unaudited) Revenues $ 23,792 $ 22,877 $ 50,683 $ 48,741 Operating expenses, except depreciation and amortization 17,315 16,462 34,774 33,169 Depreciation and amortization 653 432 1,264 924 Operating income 5,824 5,983 14,645 14,648 Financial income 405 440 900 885 Income before income taxes 6,229 6,423 15,545 15,533 Income taxes 2,492 2,526 6,240 6,132 Net income 3,737 3,897 9,305 9,401 a. Madison Newspaper, Inc. (50% owned) b. Journal-Star Printing Co. (49.75% owned) until March 31, 1995 c. Quality Information Systems (50% owned) NOTE 3. INVENTORIES Inventories consist of the following: March 31, September 30, 1995 1994 (In Thousands) (Unaudited) Newsprint $ 2,560 $ 2,343 Media products and services: Raw material 5,784 5,684 Finished goods 4,712 5,120 $ 13,056 $ 13,147 LEE ENTERPRISES, INCORPORATED NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL INFORMATION NOTE 4. CASH FLOWS INFORMATION The components of other balance sheet changes are: Six Months Ended March 31, 1995 1994 (In Thousands) (Unaudited) (Increase) in receivables $ (1,851) $ (204) Decrease in inventories, film rights and other 1,397 2,728 Increase in accounts payable, accrued expenses and unearned income 2,112 2,287 Increase (decrease) in income taxes payable (3,713) 1,557 Other, primarily deferred items (1,248) (562) $ (3,303) $ 5,806 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Operating results: Three Months Ended Six Months Ended March 31, March 31, 1995 1994 1995 1994 (Dollar Amounts in Thousands Except For Per Share Data) Revenue $ 98,641 $ 94,923 $211,729 $197,010 Percent change 3.9% 7.5% Operating expenses 79,468 75,469 162,296 152,517 Percent change 5.3% 6.4% Operating income 19,173 19,454 49,433 44,493 Percent change (1.4%) 11.1% Net income 11,116 9,564 27,942 22,881 Percent change 16.2% 22.1% Earnings per share $ .49 $ .41 $ 1.23 $ .98 Percent change 19.5% 25.5% Operations by line of business are as follows: Three Months Ended Six Months Ended March 31, March 31, 1995 1994 1995 1994 (In Thousands) Revenue: Newspapers $ 63,127 $ 58,532 $132,178 $122,000 Broadcasting 21,721 20,893 51,068 43,827 Media products and services 13,793 15,498 28,483 31,183 $ 98,641 $ 94,923 $211,729 $197,010 Operating income: Newspapers $ 15,705 $ 16,364 $ 36,498 $ 36,268 Broadcasting 4,391 4,626 16,009 10,432 Media products and services 2,366 3,005 4,078 5,837 Corporate and other (3,289) (4,541) (7,152) (8,044) $ 19,173 $ 19,454 $ 49,433 $ 44,493 Three Months Ended Six Months Ended March 31, March 31, 1995 1994 1995 1994 (In Thousands) Depreciation and amortization: Newspapers $ 2,790 $ 2,663 $ 5,522 $ 5,322 Broadcasting 1,918 1,924 3,794 3,772 Media products and services 1,136 1,117 2,269 2,329 Corporate 135 118 260 242 $ 5,979 $ 5,822 $ 11,845 $ 11,665 Capital expenditures: Newspaper $ 1,955 $ 3,010 $ 3,322 $ 6,115 Broadcasting 1,523 1,393 3,196 2,237 Media products and services 5 68 46 134 Corporate - - 114 - - 114 $ 3,483 $ 4,585 $ 6,564 $ 8,600 On March 31, 1995, the Company acquired the 50.25% interest in Journal-Star Printing Co. ("JSPC") not previously owned, making JSPC a wholly-owned subsidiary. The transaction involved the issuance of 1,646,643 shares of the Company's common stock and was accounted for as a purchase. The 49.75% interest previously owned by the Company is accounted for by the equity method through March 31, 1995. As a result of the acquisition deferred income taxes related to the undistributed income of the 49.75% interest in JSPC were recognized as a reduction of income tax expense and certain contract termination, relocation and reorganization payments related to the 49.75% ownership interest were recognized as expense as of March 31, 1995. Without these one-time costs operating income would have been $20,406,000 as compared to $19,454,000 in 1994, an increase of 4.9%. As a result of the $838,000 tax benefit, the total effect of these transactions was not significant to net income for the three and six month periods ended March 31, 1995. On March 31, 1995, the Company also purchased the assets of KREZ-TV, a CBS affiliate in Durango, Colorado, which will be operated as a satellite station of KRQE-TV in Albuquerque, New Mexico. QUARTER ENDED MARCH 31, 1995 Newspapers: Wholly-owned daily newspaper advertising revenue increased $1,615,000, 5.3%. Advertising revenue from local merchants increased $951,000, 5.0%. Local "run-of-press" advertising increased $319,000 as a result of higher average rates which offset an .8% decrease in advertising inches. Local preprint units were up 5.0% while revenue increased $632,000, 9.4%. Classified advertising revenue grew by $1,071,000, 12.5% as a result of a 7.2% increase in units in the recruitment and private party segments which offset weakness in the automotive and real estate segments and higher average rates. Circulation revenue increased $463,000, 2.8% as a result of higher rates which offset a 1.2% decrease in volume. Other revenue increased $2,536,000, 25.3%. Higher editorial fees from associated newspaper companies contributed $438,000, 19.0%. Commercial printing, target marketing and other non-traditional products and services revenues increased $716,000, 19.2%. Revenues from weekly newspapers, shoppers and specialty publications increased $1,382,000, 34.6%. Of the 34.6% increase, 23.4% relates to properties acquired since the beginning of the first quarter of the last fiscal year. Exclusive of the effects of the JSPC transactions compensation expense increased $1,132,000, 5.5% due primarily to increases in average compensation. Newsprint and ink costs increased $1,518,000, 31.3%. Higher unit costs represented substantially all of the increase. Increases in newsprint used for commercial printing were offset by reduced newspaper consumption. Other costs increased $421,000, 3.0%. Broadcasting: Revenue for the quarter increased $828,000, 4.0% as the Company overcame the absence of the 1994 winter olympics, carried on our five CBS affiliates last year. Network compensation accounted for $613,000 of the increase. The operating comparisons were affected by the Winter Olympics carried on our five CBS affiliates last year. The revenue increase in the second quarter of last year was 14.9%. Compensation costs increased $373,000, 4.4% due to an increase in average compensation and a 2.6% increase in the number of hours worked. Programming costs for the quarter declined $27,000 primarily due to lower program acquisition costs. Other costs increased $617,000, 13.8% for the quarter due to sales and audience promotion. Media Products and Services: Media products and services revenue decreased $1,631,000, 10.6% as decreased unit volume from NAPP's letterpress plate business was only partially offset by higher selling prices and growth in the flexographic printing plate business. Letterpress customers reduced inventory levels and several customers completed conversion to offset or flexographic printing. Revenue from the letterpress business is expected to decrease each year as conversions continue. Operating income decreased $639,000, 21.3% due to the lower sales levels. Equity in Net Income of Associated Companies: Equity in net income of associated companies decreased $93,000, as increases in net income were offset by higher editorial fees charged to the associated newspaper companies by the Company. Financial Expenses and Income Taxes: Interest expense was reduced due to payments on long-term debt. Without the $838,000 decrease from the elimination of JSPC deferred income taxes discussed above, income taxes would have been 40.0% of pretax income for the quarter ended March 31, 1995 as compared to 42.5% of pretax income in the quarter ended March 31, 1994. SIX MONTHS ENDED MARCH 31, 1995 Newspapers: Wholly-owned daily newspaper advertising revenue increased $4,461,000, 6.8%. Advertising revenue from local merchants increased $2,459,000, 6.2%. Local "run-of-press" advertising increased $1,475,000, 5.3%. Higher average rates were realized in addition to growth in advertising inches of 1.7%. Local preprint units were up 7.1% while revenue increased $984,000, 8.3%. Classified advertising revenue increased $2,244,000, 12.7% as a result of a 6.1% increase in units in the recruitment segments, more advertising by individual customers, and higher average rates. Circulation revenue increased $1,097,000, 3.3% as a result of higher rates which offset a decrease in volume. Other revenue increased $7,241,000, 16.5%. Editorial fees from associated newspaper companies increased $497,000, 11.1%. Commercial printing, target marketing and other non-traditional products increased $1,808,000, 26.1%. Revenues from weekly newspapers, shoppers and specialty publications increased $2,229,000, 28.0%. Of the 28.0% increase, 20.8% came from properties acquired since the beginning of the first quarter of the last fiscal year. Exclusive of the effects of the JSPC transactions and other acquisitions, compensation expense increased $2,242,000, 5.4% due to an increase in average compensation and a 2.6% increase in the number of hours worked. Newsprint and ink costs increased $2,378,000, 22.7%, as higher prices accounted for 21.0% of the increase, with the balance due to an increase in newsprint used for commercial printing. Other costs increased $2,305,000, 8.1% which includes the effect of other commercial printing costs and the development costs of new products. Broadcasting: Revenue for the six months increased $6,113,000, 14.5% due to growth in local and national advertising and a $3,837,000 increase in political advertising in the first quarter. Compensation costs increased $825,000, 4.9% due to high average compensation costs and a 3.3% increase in the number of hours worked. Programming costs declined $239,000, 7.0% due to lower program acquisition costs. Other costs increased $953,000, 10.1% for the six month period due primarily to sales and audience promotion. Media Products and Services: Media products and services revenue decreased $2,560,000, 8.2% as decreased unit volume from NAPP's letterpress plate business was only partially offset by higher selling prices and growth in the flexographic printing plate business. Letterpress customers reduced inventory levels and several customers completed conversion to offset or flexographic printing. Revenue from the letterpress business is expected to decrease each year as conversions continue. Operating income decreased $1,759,000, 30.1% due to lower sales levels. Equity in Net Income of Associated Companies: Equity in net income of associated companies decreased $54,000. An $86,000 increase in the net income of associated newspaper companies was offset by a reduction in earnings of 50%-owned strategic alliances. Financial Expense and Income Taxes: Interest expense was reduced due to payments on long-term debt. Income taxes were 37.8% of pretax income for the six months ended March 31, 1995 and 40.8% of pretax income in the six months ended March 31, 1994. The elimination of JSPC deferred income taxes discussed above decreased the 1995 effective tax rate by 1.9%. Liquidity and capital resources: Cash provided by operations, which is the Company's primary source of liquidity, generated $38,550,000 for the six months ended March 31, 1995. Available cash balances and cash flow from operations provide adequate liquidity. Bank borrowings may be utilized to pay a portion of the $48,750,000 purchase price of NBC affiliates KSNW-TV and KSNT-TV in Wichita and Topeka, Kansas, respectively and to continue the companies annual stock repurchase program. The acquisition is anticipated to close on or before June 30, 1995 following regulatory approval. The covenants related to the Company's credit agreements are not considered restrictive to operations and anticipated stockholder dividends. LEE ENTERPRISES, INCORPORATED PART II. OTHER INFORMATION Item 4. Submission of matters a vote of security holders (a) The annual meeting of the Company was held on February 3, 1995. (b) Lloyd G. Schermer, Andrew E. Newman and Ronald L. Rickman were re-elected directors for a three-year term expiring at the 1998 annual meeting. Richard W. Sonnenfeldt was re-elected as a director for a one-year term expiring at the 1996 annual meeting. Directors whose terms of office continued after the meeting include: Rance E. Crain, Richard D. Gottlieb, Phyllis Sewell, J.P. Guerin, Charles E. Rickershauser and Mark Vittert. (c) No other matters were voted upon at the meeting. Votes were cast for nominees for director as follows: For Against Lloyd G. Schermer 67,150,931 333,012 Andrew E. Newman 67,164,885 319,058 Ronald L. Rickman 67,150,864 333,079 Richard W. Sonnenfeldt 66,930,502 553,441 Votes withheld, abstentions and broker non-votes were not significant. (d) Not applicable. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits: Exhibit 11 - Computation of Earnings Per Share (b) Reports on Form 8-K filed during the quarter for which this report is filed are as follows: Financial Statements Date of Items Reported Filed Report Definitive Agreements for acquisition of 50.25% of Journal-Star Printing Co. and 100% of SJL of Kansas Corp. None March 17, 1995 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. LEE ENTERPRISES, INCORPORATED DATE May 5, 1995 /s/ G. C. Wahlig G. C. Wahlig, Chief Accounting Officer