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 June 30, 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 June 30, 1995 Common Stock, $2.00 par value 17,178,566 Class "B" Common Stock, $2.00 par value 6,595,965 PART I. FINANCIAL INFORMATION Item 1. LEE ENTERPRISES, INCORPORATED CONSOLIDATED STATEMENTS OF INCOME (In Thousands Except Per Share Data) Three Months Nine Months Ended June 30, Ended June 30, 1995 1994 1995 1994 (Unaudited) Operating revenue: Newspaper: Advertising $ 42,740 $ 35,027 $112,403 $100,229 Circulation 19,427 16,585 53,372 49,433 Other 12,383 10,233 36,278 29,594 Broadcasting 25,061 23,179 76,129 67,006 Media products and services 15,785 15,439 44,297 46,511 Equity in net income of associated companies 1,710 2,559 6,356 7,259 $117,106 $103,022 $328,835 $300,032 Operating expenses: Compensation costs $ 38,107 $ 34,657 $110,091 $103,266 Newsprint and ink 8,567 6,113 21,710 16,828 Depreciation 3,270 2,692 9,090 8,024 Amortization of intangibles 3,553 3,130 9,578 9,463 Other 34,125 30,147 99,449 91,675 $ 87,622 $ 76,739 $249,918 $229,256 Operating income $ 29,484 $ 26,283 $ 78,917 $ 70,776 Financial (income) expense, net: Financial (income) $ (901) $ (760) $ (2,334) $ (2,009) Financial expense 2,917 3,219 8,837 10,314 $ 2,016 $ 2,459 $ 6,503 $ 8,305 Income before taxes on income $ 27,468 $ 23,824 $ 72,414 $ 62,471 Income taxes 11,033 9,457 28,037 25,223 Net income $ 16,435 $ 14,367 $ 44,377 $ 37,248 Weighted average number of shares 24,182 23,413 23,238 23,445 Earnings per share $ .68 $ .61 $ 1.91 $ 1.59 Dividends per share $ .22 $ .21 $ .66 $ .63 LEE ENTERPRISES, INCORPORATED CONDENSED CONSOLIDATED BALANCE SHEETS (In Thousands) June 30, September 30, 1995 1994 (Unaudited) ASSETS Cash and cash equivalents $ 56,513 $ 18,784 Temporary investments 200 38,859 Accounts receivable, net 55,447 48,339 Inventories 13,289 13,147 Film rights and other 12,208 16,578 Total current assets $137,657 $135,707 Investments, associated companies $ 10,629 $ 21,969 Property and equipment, net 93,488 82,164 Intangibles and other assets 285,164 234,861 $526,938 $474,701 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities $129,244 $ 99,730 Long-term debt, less current maturities 52,842 98,641 Deferred items 38,747 34,400 Stockholders' equity 306,105 241,930 $526,938 $474,701 LEE ENTERPRISES, INCORPORATED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In Thousands) 1995 1994 (Unaudited) Nine Months Ended June 30: CASH PROVIDED BY OPERATIONS Net income $ 44,377 $ 37,248 Adjustments to reconcile net income to net cash provided by operations: Depreciation and amortization 18,668 17,487 Distributions in excess of earnings of associated companies 1,769 785 Other balance sheet changes (1,725) 8,671 Net cash provided by operations $ 63,089 $ 64,191 CASH PROVIDED BY (REQUIRED FOR) INVESTING ACTIVITIES Acquisitions $ 7,144 $ (4,083) Purchase of temporary investments (200) (102,003) Proceeds from maturities of temporary investments 38,859 100,728 Purchase of property and equipment (10,643) (11,953) Net cash provided by (required for) investing activities $ 35,160 $(17,311) CASH (REQUIRED FOR) FINANCING ACTIVITIES Purchase of common stock $(26,450) $ (2,118) Cash dividends paid (9,827) (9,688) Payment of debt (25,000) (27,267) Other, primarily stock options exercised 757 2,192 Net cash (required for) financing activities $(60,520) $(36,881) Net increase in cash and cash equivalents $ 37,729 $ 9,999 Cash and cash equivalents: Beginning 18,784 17,072 Ending $ 56,513 $ 27,071 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 June 30, 1995 and the results of operations for the three and nine month periods ended June 30, 1995 and 1994 and cash flows for the nine month periods ended June 30, 1995 and 1994. NOTE 2. INVESTMENT IN ASSOCIATED COMPANIES Condensed operating results of unconsolidated associated companies are as follows: Three Months Ended Nine Months Ended June 30, June 30, 1995 1994 1995 1994 (In Thousands) (Unaudited) Revenues $ 17,427 $ 24,759 $ 68,110 $ 73,500 Operating expenses, except depreciation and amortization 11,502 16,236 46,276 49,405 Depreciation and amortization 444 428 1,708 1,352 Operating income 5,481 8,095 20,126 22,743 Financial income 312 438 1,212 1,323 Income before income taxes 5,793 8,533 21,338 24,066 Income taxes 2,339 3,406 8,579 9,538 Net income 3,454 5,127 12,759 14,528 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: June 30, September 30, 1995 1994 (In Thousands) (Unaudited) Newsprint $ 2,821 $ 2,343 Media products and services: Raw material 5,765 5,684 Finished goods 4,703 5,120 $ 13,289 $ 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: Nine Months Ended June 30, 1995 1994 (In Thousands) (Unaudited) (Increase) in receivables $ (6,128) $ (4,623) (Increase) in inventories, film rights and other (428) (406) Increase in accounts payable, accrued expenses and unearned income 4,877 9,098 Increase in income taxes payable 277 4,661 Other, primarily deferred items (323) (59) $ (1,725) $ 8,671 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Operating results: Three Months Ended Nine Months Ended June 30, June 30, 1995 1994 1995 1994 (Dollar Amounts in Thousands Except For Per Share Data) Actual: Revenue $117,106 $103,022 $328,835 $300,032 Percent change 13.7% 9.6% Operating expenses 87,622 76,739 249,918 229,256 Percent change 14.2% 9.0% Operating income 29,484 26,283 78,917 70,776 Percent change 12.2% 11.5% Net income 16,435 14,367 44,337 37,248 Percent change 14.4% 19.1% Earnings per share $ .68 $ .61 $ 1.91 $ 1.59 Percent change 11.5% 20.1% As if acquisition of Journal-Star Printing Co. had occurred on October 1, 1993. Proforma: Revenue $117,106 $109,776 $342,937 $319,802 Percent change 6.7% 7.2% Operating expenses 87,622 82,377 260,725 246,240 Percent change 6.4% 5.9% Operating income 29,484 27,399 82,212 73,562 Percent change 7.6% 11.8% Net income 16,435 15,084 46,405 39,040 Percent change 9.0% 18.9% Earnings per share $ .68 $ .60 $ 1.91 $ 1.56 Percent change 13.3% 22.4% Operations by line of business are as follows: Three Months Ended Nine Months Ended June 30, June 30, 1995 1994 1995 1994 (In Thousands) Revenue: Newspapers $ 76,274 $ 64,398 $208,452 $186,398 Broadcasting 25,061 23,179 76,129 67,006 Media products and services 15,771 15,445 44,254 46,628 $117,106 $103,022 $328,835 $300,032 Operating income: Newspapers $ 21,666 $ 19,672 $ 58,164 $ 55,940 Broadcasting 7,259 6,207 23,268 16,639 Media products and services 3,916 3,694 7,994 9,531 Corporate and other (3,357) (3,290) (10,509) (11,334) $ 29,484 $ 26,283 $ 78,917 $ 70,776 Three Months Ended Nine Months Ended June 30, June 30, 1995 1994 1995 1994 (In Thousands) Depreciation and amortization: Newspapers $ 3,572 $ 2,787 $ 9,094 $ 8,109 Broadcasting 1,994 1,786 5,788 5,558 Media products and services 1,122 1,117 3,391 3,446 Corporate 135 132 395 374 $ 6,823 $ 5,822 $ 18,668 $ 17,487 Capital expenditures: Newspaper $ 2,183 $ 2,554 $ 5,268 $ 8,669 Broadcasting 1,870 746 5,066 2,983 Media products and services 15 33 61 167 Corporate 11 20 248 134 $ 4,079 $ 3,353 $ 10,643 $ 11,953 There were no significant non-recurring items during the quarter ended June 30, 1995. 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. In exchange the Company issued 1,646,643 shares of the Company's common stock and the transaction 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 terminations, relocation or 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 $80,150,000 as compared to $70,776,000 in 1994, an increase of 13.2%. As a result of the $838,000 tax benefit, the total effect of these transactions was not significant to net income for the nine month period ended June 30, 1995. On March 31, 1995, the Company also purchased the assets of KREZ-TV, a CBS affiliate in Durango, Colorado, for $1,750,000. The station will be operated as a satellite station of KRQE-TV in Albuquerque, New Mexico. QUARTER ENDED JUNE 30, 1995 Newspapers: All comparisons are in a proforma basis as if the JSPC acquisition had been effective October 1, 1993. Wholly-owned daily newspaper advertising revenue increased $1,843,000, 4.5%. Advertising revenue from local merchants increased $734,000, 3.1%. Local "run-of-press" advertising increased $115,000 as a result of higher average rates which offset a 2.5% decrease in advertising inches. Local preprint units were up 9.7% while revenue increased $619,000, 8.5%. Classified advertising revenue grew by $839,000, 6.6% primarily as a result of higher average rates. Circulation revenue increased $857,000, 4.6% as a result of higher rates which offset an .8% decrease in volume. Other revenue increased $2,487,000, 25.1%. Higher editorial fees from an associated newspaper company contributed $322,000, 21.0%. Commercial printing, target marketing and other new media products revenues increased $1,138,000, 29.5%. Revenues from weekly newspapers, shoppers and specialty publications increased $1,027,000, 22.8%. Of the 22.8% increase, 11.8% relates to properties acquired since the beginning of the first quarter of the last fiscal year. Compensation expense increased $1,203,000, 5.1% due primarily to increases in average compensation. Newsprint and ink costs increased $1,387,000, 19.3%. A 20.6% increase in average unit costs was partially offset by conservation efforts. A 3.1% increase in newsprint used for commercial printing was more than offset by reduced newspaper consumption for a net decrease of 1.3%. Other costs increased $851,000, 5.2%. Broadcasting: Revenue for the quarter increased $1,882,000, 8.1%, primarily due to growth in the Albuquerque, Huntington and Portland markets. Increases in network compensation accounted for approximately 30% of the revenue increase. Strong advertising demand offset the loss of approximately $700,000 of political advertising revenue last year. Compensation costs increased $309,000, 3.6%. Film amortization for the quarter declined $226,000 primarily due to lower programming costs. Other cash costs increased $642,000, 13.7% due to increases in consulting and contract labor expenses. Media Products and Services: Revenue increased $346,000 and operating income increased $180,000, respectively, which came in large part from operations of NAPP Systems Inc. Higher flexographic plate and equipment sales, along with higher average selling prices for letterpress plates, more than offset reduced letterpress plate volume. Equity in Net Income of Associated Companies: Equity in net income of associated companies decreased $849,000 as operations of JSPC are now consolidated with operations of the Company. Financial Expenses and Income Taxes: Interest expense was reduced due to payments on long-term debt. Income taxes were 40.2% of pretax income for the quarter ended June 30, 1995 and 39.7% of pretax income in the quarter ended June 30, 1994. NINE MONTHS ENDED JUNE 30, 1995 Newspapers: All comparisons are in a proforma basis as if the JSPC acquisition had been effective October 1, 1993. Wholly-owned daily newspaper advertising revenue increased $6,832,000, 5.8%. Advertising revenue from local merchants increased $3,244,000, 4.6%. Local "run-of-press" advertising increased $1,428,000, 2.9%. Higher average rates were realized and advertising inches were flat. Local preprint units were up 8.0% while revenue increased $1,816,000, 8.7%. Classified advertising revenue increased $3,401,000, 10.1% as a result of a 3.5% increase in units and higher average rates. Circulation revenue increased $2,107,000, 3.8% as a result of higher rates which offset a .7% decrease in volume. Other revenue increased $7,563,000, 26.5%. Editorial fees from associated newspaper companies increased $793,000, 16.1%. Commercial printing, target marketing and other new media products increased $3,514,000, 31.5%. Revenues from weekly newspapers, shoppers and specialty publications increased $3,256,000, 26.1%. Of the 26.1% increase, 17.6% came from properties acquired since the beginning of the first quarter of the last fiscal year. Compensation expense increased $4,133,000, 6.0% due to an increase in average compensation and a 2.1% increase in the number of hours worked. Newsprint and ink costs increased $3,696,000, 18.3%, as higher prices accounted for 17.3% of the increase, with the balance due to an increase in newsprint used for commercial printing. Other costs increased $4,291,000, 8.9% which includes the effect of the other commercial printing costs and the development costs of new products. Broadcasting: Revenue for the nine months increased $9,123,000, 13.6% due to growth in local and national advertising and a $3,837,000 increase in political advertising in the first quarter. Compensation costs increased $1,134,000, 4.4% due to high average compensation costs and a 3.8% increase in the number of hours worked reflecting expanded news commitments. Programming costs declined $465,000, 9.1% due to lower program acquisition costs. Other costs increased $1,595,000, 11.3% for the nine month period due primarily to increases in sales and audience promotion and consulting and contract labor expenses. Media Products and Services: Media products and services revenue decreased $2,214,000, 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 $1,564,000, due to lower sales levels. Equity in Net Income of Associated Companies: Equity in net income of associated companies decreased $903,000. As operations of JSPC have been consolidated with operations of the Company since March 31, 1995. Financial Expense and Income Taxes: Interest expense was reduced due to payments on long-term debt. Income taxes were 38.7% of pretax income for the nine months ended June 30, 1995 and 40.4% of pretax income in the nine months ended June 30, 1994. The elimination of JSPC deferred income taxes discussed above decreased the 1995 effective tax rate by 1.2%. Liquidity and capital resources: Cash provided by operations, which is the Company's primary source of liquidity, generated $63,089,000 for the nine months ended June 30, 1995. Available cash balances and cash flow from operations provide adequate liquidity. Up to $50,000,000 in bank borrowings will 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, to continue the Company's annual stock repurchase program, and to prepay $20,000,000 of long-term debt due on January 15, 1997. The acquisition is anticipated to close on or before August 23, 1995 following regulatory approval. The covenants related to the Cmpany's credit agreements are not considered restrictive to operations and anticipated stockholder dividends. LEE ENTERPRISES, INCORPORATED PART II. OTHER INFORMATION 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 Acquisition of 50.25% of Journal-Star Printing Co. See Below May 8, 1995 (1) Financial statements of the business acquired: Journal Star Printing Co. Financial statements and independent auditors' report on the financial statements of Journal-Star Printing Co. as of September 30, 1994 and for the year then ended. Unaudited financial statements of Journal-Star Printing Co. as of March 31, 1995 and for the six months ended March 31, 1994 and 1995. (2) Proforma financial information of Lee Enterprises, Incorporated and subsidiaires. Unaudited proforma consolidated statements of income for the year ended September 30, 1994 and for the six months ended March 31, 1994 and 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 7/28/95 /s/ G. C. Wahlig G. C. Wahlig, Chief Accounting Officer