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, 1999 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, 1999 - --------------------------------------- ---------------------------- Common Stock, $2.00 par value 32,978,254 Class "B" Common Stock, $2.00 par value 11,419,820PART I. FINANCIAL INFORMATION Item 1. LEE ENTERPRISES, INCORPORATED CONSOLIDATED STATEMENTS OF INCOME (In Thousands Except Per Share Data) Three Months Ended Nine Months June 30, Ended June 30, -------------------------------------------- 1999 1998 1999 1998 - ---------------------------------------------------------------------------------------------- (Unaudited) Operating revenue: Publishing: Daily newspaper: Advertising ........................... $ 52,805 $ 50,770 $153,524 $145,999 Circulation ........................... 20,348 20,439 61,196 61,457 Other ................................... 29,834 27,245 87,350 77,641 Broadcasting ............................... 30,624 34,549 93,286 96,751 Equity in net income of associated companies 2,176 2,090 6,154 5,849 -------------------- -------------------- 135,787 135,093 401,510 387,697 -------------------- -------------------- Operating expenses: Compensation costs ......................... 51,380 48,898 151,380 143,740 Newsprint and ink .......................... 8,802 10,637 28,737 30,773 Depreciation ............................... 5,484 4,963 15,754 14,283 Amortization of intangibles ................ 4,467 4,533 13,347 13,462 Other ...................................... 34,089 33,605 103,774 99,136 -------------------- -------------------- 104,222 102,636 312,992 301,394 -------------------- -------------------- Operating income ................ 31,565 32,457 88,518 86,303 -------------------- -------------------- Financial (income) expense, net: Financial (income) ......................... (700) (673) (2,151) (2,391) Financial expense .......................... 3,266 3,742 10,518 11,792 -------------------- -------------------- 2,566 3,069 8,367 9,401 -------------------- -------------------- Income before taxes on income ... 28,999 29,388 80,151 76,902 Income taxes .................................. 9,555 11,297 29,100 29,616 -------------------- -------------------- Net income ...................... $ 19,444 $ 18,091 $ 51,051 $ 47,286 ==================== ==================== Average outstanding shares: Basic ...................................... 44,303 44,642 44,272 44,982 ==================== ==================== Diluted .................................... 44,926 45,398 44,876 45,735 ==================== ==================== Earnings per share: Basic ...................................... $ 0.44 $ 0.41 $ 1.15 $ 1.05 Diluted .................................... 0.43 0.40 1.14 1.03 Dividends per share ........................... 0.15 0.14 0.45 0.42
LEE ENTERPRISES, INCORPORATED CONDENSED CONSOLIDATED BALANCE SHEETS (In Thousands) June 30, September 30, ASSETS 1999 1998 - -------------------------------------------------------------------------------- (Unaudited) Cash and cash equivalents .......................... $ 27,909 $ 16,941 Accounts receivable, net ........................... 65,264 61,880 Newsprint inventory ................................ 3,684 3,878 Program rights and other ........................... 11,685 16,892 ------------------- Total current assets ................. 108,542 99,591 Investments ........................................ 28,315 26,471 Property and equipment, net ........................ 136,458 128,372 Intangibles and other assets ....................... 397,213 406,151 ------------------- $670,528 $660,585 =================== LIABILITIES AND STOCKHOLDERS' EQUITY - -------------------------------------------------------------------------------- Current liabilities ................................ $ 78,112 $ 98,061 Long-term debt, less current maturities ............ 185,812 186,028 Deferred items ..................................... 57,627 56,737 Stockholders' equity ............................... 348,977 319,759 ------------------- $670,528 $660,585 ===================
LEE ENTERPRISES, INCORPORATED CONDENSED CONSOLIDATED statements of cash flows (In Thousands) Nine Months Ended June 30: 1999 1998 - -------------------------------------------------------------------------------- (Unaudited) Cash Provided by Operations: Net income ........................................ $ 51,051 $ 47,286 Adjustments to reconcile net income to net cash provided by operations: Depreciation and amortization ................... 29,101 27,745 Distributions in excess of earnings of associated companies .................................... 885 640 Other balance sheet changes ..................... 317 5,994 ------------------- Net cash provided by operations ........... 81,354 81,665 ------------------- Cash Required for Investing Activities: Acquisitions ...................................... (5,499) (3,037) Purchase of property and equipment ................ (23,548) (18,723) Other ............................................. (593) (575) ------------------- Net cash required for investing activities (29,640) (22,335) ------------------- Cash Required for Financing Activities: Purchase of common stock .......................... (6,172) (45,228) Cash dividends paid ............................... (13,302) (12,702) Principal payments on long-term debt .............. (25,000) (25,000) Principal payments on short-term notes payable, net - - (145,000) Proceeds from long-term borrowings ................ - - 185,000 Other ............................................. 3,728 2,682 ------------------- Net cash required for financing activities (40,746) (40,248) ------------------- Net increase in cash and cash equivalents . 10,968 19,082 Cash and cash equivalents: Beginning ............................................ 16,941 14,163 ------------------- Ending ............................................... $ 27,909 $ 33,245 ===================
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, 1999 and the results of operations for the three- and nine-month periods ended June 30, 1999 and 1998 and cash flows for the nine-month periods ended June 30, 1999 and 1998. Note 2. Investment in Associated Companies Condensed operating results of Madison Newspapers, Inc. (50% owned) and other unconsolidated associated companies which are engaged primarily in e-commerce activities are as follows (in thousands): Three Months Nine Months Ended June 30, Ended June 30, ---------------------------------- 1999 1998 1999 1998 ---------------------------------- Revenues ........................... $22,747 $21,430 $67,997 $63,457 Operating expenses, except depreciation and amortization ... 14,975 14,018 46,089 42,690 Income before depreciation and amortization, interest, and taxes 7,772 7,412 21,908 20,767 Depreciation and amortization ...... 767 720 2,316 2,150 Operating income ................... 7,005 6,692 19,592 18,617 Financial income ................... 287 338 973 961 Income before income taxes ......... 7,292 7,030 20,565 19,578 Income taxes ....................... 2,939 2,832 8,256 7,875 Net income ......................... 4,353 4,198 12,309 11,703 Note 3. Cash Flows Information The components of other balance sheet changes are: Nine Months Ended June 30, ------------------ 1999 1998 ------------------ (In Thousands) Increase in receivables .................................... $(4,821) $(6,943) (Increase) decrease in inventories, program rights and other (848) 2,024 Increase in accounts payable, accrued expenses and unearned income ..................................... 5,452 7,771 Increase (decrease) in income taxes payable ................ (837) 3,431 Other, primarily deferred items ............................ 1,371 (289) ----------------- $ 317 $ 5,994 ================= Note 4. Change in Accounting Principles In June 1997, the FASB issued Statement No. 130 "Reporting Comprehensive Income" and Statement No. 131 "Disclosures about Segments of an Enterprise and Related Information". Statement No. 130 establishes standards for reporting comprehensive income in financial statements. Statement No. 131 expands certain reporting and disclosure requirements for segments from current standards. The Company adopted these standards effective for the fiscal year beginning October 1, 1998. The adoption of these new standards did not result in material changes to previously reported amounts or disclosures.
Note 5. Earnings Per Share The following table sets forth the computation of basic and diluted earnings per share (in thousands except per share amounts): Three Months Nine Months Ended June 30, Ended June 30, ----------------- ----------------- 1999 1998 1999 1998 ----------------- ----------------- Numerator, income applicable to common shares, net income ................ $19,444 $18,091 $51,051 $47,286 ===================================== Denominator: Basic-weighted average common shares outstanding ............. 44,303 44,642 44,272 44,982 Dilutive effect of employee stock options .................. 623 756 604 753 ------------------------------------- Diluted outstanding shares ........ 44,926 45,398 44,876 45,735 ===================================== Earnings per share: Basic ............................. $ 0.44 $ 0.41 $ 1.15 $ 1.05 Diluted ........................... 0.43 0.40 1.14 1.03
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Operations by line of business are as follows (dollars in thousands): Three Months Nine Months Ended June 30, Percent Ended June 30, Percent ------------------- Increase ----------------- Increase 1999 1998 (Decrease) 1999 1998 (Decrease) - ------------------------------------------------------------------------------------------------------- Revenue: Publishing ........................ $105,163 $100,544 4.6% $308,224 $290,946 5.9% Broadcasting ...................... 30,624 34,549 (11.4) 93,286 96,751 (3.6) ------------------- ------------------ $135,787 $135,093 0.5 $401,510 $387,697 3.6 =================== ================== Income before depreciation and amortization, interest and taxes (EBITDA): * Publishing ........................ $ 36,580 $ 33,533 9.1 $102,774 $ 95,371 7.8 Broadcasting ...................... 8,369 11,845 (29.3) 25,571 28,662 (10.8) Corporate ......................... (3,433) (3,425) (0.2) (10,726) (9,985) (7.4) ------------------- ------------------ $ 41,516 $ 41,953 (1.0) $117,619 $114,048 3.1 =================== ================== Operating income: Publishing ........................ $ 30,120 $ 27,195 10.8 $ 83,422 $ 76,915 8.5 Broadcasting ...................... 5,201 8,931 (41.8) 16,854 20,190 (16.5) Corporate ......................... (3,756) (3,669) (2.4) (11,758) (10,802) (8.9) ------------------- ------------------ $ 31,565 $ 32,457 (2.7) $ 88,518 $ 86,303 2.6 =================== ================== Capital expenditures: Publishing ........................ $ 5,265 $ 4,376 $ 16,424 $ 12,703 Broadcasting ...................... 1,369 1,276 6,511 4,481 Corporate ......................... 613 553 613 1,539 ------------------- ------------------ $ 7,247 $ 6,205 $ 23,548 $ 18,723 =================== ==================
* EBITDA is not a financial performance measurement under generally accepted accounting principles (GAAP), and should not be considered in isolation or as a substitute for GAAP performance measurements. EBITDA is also not reflected in our consolidated statement of cash flows, but it is a common and meaningful alternative performance measurement for comparison to other companies in our industry. QUARTER ENDED JUNE 30, 1999 PUBLISHING Exclusive of the effects of acquisitions, wholly-owned daily newspaper advertising revenue increased $1,916,000, 3.8%. Advertising revenue from local merchants decreased $(56,000), (.2%). Local "run-of-press" advertising decreased $(113,000), (.6%), as a result of a (4.9%) decrease in advertising inches offset by an increase in average rates. Local preprint revenue increased $57,000, .7%. Classified advertising revenue increased $1,276,000, 7.0%, as a result of a 7.5% increase in advertising inches primarily in the transportation and employment categories. Circulation revenue decreased $(130,000), (.6%), due to minimal rate increases which did not offset the effect of a 2.7% decrease in Sunday home-delivered newspapers. Other revenue consists of revenue from weekly newspapers, classified and specialty publications, commercial printing, products delivered outside the newspaper (which include activities such as e-commerce, target marketing and special event production) and editorial service contracts with Madison Newspapers, Inc. Other revenue by category and by property is as follows: 1999 1998 ---------------- (In Thousands) Weekly newspapers, classified and specialty publications: Properties owned for entire period ...................... $18,019 $17,944 Acquired since September 30, 1997 ....................... 2,257 269 Commercial printing ........................................ 3,524 3,901 Products delivered outside the newspaper ................... 3,790 3,046 Editorial service contracts ................................ 2,244 2,085 ---------------- $29,834 $27,245 ================ The following table sets forth the percentage of revenue of certain items in the publishing segment. 1999 1998 --------------- Revenue ...................................................... 100.0% 100.0% --------------- Compensation costs ........................................... 34.4 34.0 Newsprint and ink ............................................ 8.4 10.6 Other operating expenses ..................................... 22.4 22.0 --------------- 65.2 66.6 --------------- Income before depreciation, amortization, interest and taxes . 34.8 33.4 Depreciation and amortization ................................ 6.1 6.3 --------------- Operating margin wholly-owned properties ..................... 28.7% 27.1% =============== Exclusive of the effects of acquisitions, costs other than depreciation and amortization decreased $(95,000), (.1%). Compensation expense increased $1,181,000, 3.5%, due to increases in average compensation. Newsprint and ink costs decreased $(1,992,000), (18.7%), due primarily to lower prices paid for newsprint. Other operating costs exclusive of depreciation and amortization increased $716,000, 3.3%, due to higher distribution expense and other cost increases.
BROADCASTING Revenue for the quarter decreased $(3,925,000), (11.4%), as political advertising decreased $(2,252,000), (97.9%) and local, regional, and national advertising decreased $(1,127,000), (4.1%), primarily due to a softness in broadcast advertising sales. Production revenue and revenues from other services decreased $(548,000), (20.5%) as a result of the sale of MIRA Creative Group. Management anticipates that advertising revenue comparisons may be unfavorably affected later in the year due to the absence of elections and increase in competitive conditions. The following table sets forth the percentage of revenue of certain items in the broadcasting segment. 1999 1998 --------------- Revenue ...................................................... 100.0% 100.0% --------------- Compensation costs ........................................... 43.1 37.2 Programming costs ............................................ 7.5 6.1 Other operating expenses ..................................... 22.1 22.4 --------------- 72.7 65.7 --------------- Income before depreciation, amortization, interest and taxes . 27.3 34.3 Depreciation and amortization ................................ 10.3 8.4 --------------- Operating margin ............................................. 17.0% 25.9% =============== Compensation costs increased by 2.6% primarily due to increases in the average compensation rate. Programming costs for the quarter increased $196,000, 9.3%, primarily due to accelerated amortization of new programming. Other operating expenses, exclusive of depreciation and amortization, decreased $(974,000), (12.6%), as an increase in consulting services was more than offset by a reduction in communications, facility, promotion, training, and bad debt expense. CORPORATE COSTS Corporate costs increased by $87,000, 2.4% as increased compensation costs and depreciation expense were offset in part by reduced consultant costs. FINANCIAL EXPENSE AND INCOME TAXES Interest expense decreased due to payments on long-term debt. Income taxes were 32.9% and 38.4% of pretax income for the quarters ended June 30, 1999 and 1998, respectively. Income tax expense was reduced by $1,500,000 in June 1999 due to the settlement of a contingency. Exclusive of the settlement, income taxes were 38.1% of pretax income.
NINE MONTHS ENDED JUNE 30, 1999 PUBLISHING Exclusive of the effects of acquisitions, wholly-owned daily newspaper advertising revenue increased $7,406,000, 5.1%. Advertising revenue from local merchants increased $3,122,000, 3.8%. Local "run-of-press" advertising increased $2,440,000, 4.4%, as a result of a 2.5% increase in advertising inches. Local preprint revenue increased $682,000, 2.6%. Classified advertising revenue increased $2,625,000, 5.3%, as a result of higher averages rates and a 4.8% increase in advertising inches. The employment category was the biggest contributor to the increase. Circulation revenue decreased $(262,000), (.4%) due to promotional pricing, minimal rate increases, and decreases in Sunday home-delivered newspapers. Other revenue consists of revenue from weekly newspapers, classified and specialty publications, commercial printing, products delivered outside the newspaper (which include activities such as e-commerce, target marketing and special event production) and editorial service contracts with Madison Newspapers, Inc. Other revenue by category and by property is as follows: 1999 1998 ----------------- (In Thousands) Weekly newspapers, classified and specialty publications: Properties owned for entire period ...................... $52,681 $51,143 Acquired since September 30, 1997 ....................... 6,627 375 Commercial printing ........................................ 11,476 11,081 Products delivered outside the newspaper ................... 9,729 8,455 Editorial service contracts ................................ 6,837 6,587 ----------------- $87,350 $77,641 ================= The following table sets forth the percentage of revenue of certain items in the publishing segment. 1999 1998 --------------- Revenue ...................................................... 100.0% 100.0% --------------- Compensation costs ........................................... 34.7 34.3 Newsprint and ink ............................................ 9.3 10.6 Other operating expenses ..................................... 22.6 22.3 --------------- 66.6 67.2 --------------- Income before depreciation, amortization, interest and taxes . 33.4 32.8 Depreciation and amortization ................................ 6.3 6.3 --------------- Operating margin wholly-owned properties ..................... 27.1% 26.5% =============== Exclusive of the effects of acquisitions, costs other than depreciation and amortization increased $4,970,000, 2.5%. Compensation expense increased $4,803,000, 4.8%, due primarily to increase in average compensation. Newsprint and ink costs decreased $(2,459,000), (8.0%), due primarily to lower prices paid for newsprint. Other operating costs exclusive of depreciation and amortization increased $2,626,000, 4.0% due to higher distribution expense and other cost increases. BROADCASTING Revenue decreased $(3,465,000), (3.6%), as political advertising increased $2,673,000, 90.7% and local/regional/national advertising decreased $(3,737,000), (4.6%), primarily due to the absence of the Winter Olympics advertising on our CBS affiliates and the Super Bowl on our NBC affiliates in the second quarter and a softness in broadcast advertising sales in the third quarter. Production revenue and revenues from other services decreased $(1,831,000), (23.4%), as a result of the sale of MIRA Creative Group and loss of NBA production services during the strike.
The following table sets forth the percentage of revenue of certain items in the broadcasting segment. 1999 1998 --------------- Revenue ...................................................... 100.0% 100.0% --------------- Compensation costs ........................................... 41.8 40.0 Programming costs ............................................ 7.5 6.6 Other operating expenses ..................................... 23.3 23.8 --------------- 72.6 70.4 --------------- Income before depreciation, amortization, interest and taxes . 27.4 29.6 Depreciation and amortization ................................ 9.3 8.8 --------------- Operating margin ............................................. 18.1% 20.8% =============== Compensation costs increased $334,000, .9%, due to increases in average compensation. Programming costs for the period increased $605,000, 9.4%, primarily due to accelerated amortization of new programming. Other operating expenses, exclusive of depreciation and amortization, decreased $(1,313,000), (5.7%), as previously discussed. CORPORATE COSTS Corporate costs increased by $956,000, 8.9%. The increase was primarily due to a $777,000 increase in the second quarter as a result of one-time cost reductions in the prior year period. FINANCIAL EXPENSE AND INCOME TAXES Interest expense decreased primarily due to payments on long-term debt. Income taxes were 36.3% and 38.5% of pretax income for the nine months ended June 30, 1999 and 1998, respectively. Income tax expense was reduced by $1,500,000 in June 1999 due to the settlement of a contingency. Exclusive of the settlement income taxes were 38.2% of pretax income. LIQUIDITY AND CAPITAL RESOURCES Cash provided by operations, which is the Company's primary source of liquidity, generated $81,354,000 for the nine-month period ended June 30, 1999. Available cash balances, cash flow from operations, and a $50,000,000 bank line of credit provide adequate liquidity. Covenants related to the Company's credit agreement are not considered restrictive to operations and anticipated stockholder dividends. YEAR 2000 The Year 2000 issue concerns the inability of information technology (IT) systems and equipment utilizing microprocessors to recognize and process date-sensitive information after 1999 due to the use of only the last two digits to refer to a year. This problem could affect both computer software and hardware and other equipment that relies on microprocessors. Management has completed its company-wide evaluation of this impact on its IT systems and its date-sensitive publishing equipment. The evaluation of critical broadcasting equipment is substantially complete. Year 2000 software updates for identified critical date-sensitive broadcasting equipment and broadcasting equipment is believed to be substantially Year 2000 compliant. Renovation and testing have been completed on all significant IT systems that utilize company-developed software that were not Year 2000 compliant. The Company has received representations and completed testing to determine that significant software developed by others is Year 2000 compliant. Installation of a new Year 2000-compliant financial system is now complete. Testing of computer hardware for IT systems is substantially complete. Independent IT system testing for Year 2000 compliance of the publishing systems and equipment will be conducted in the next fiscal quarter.
The Company will monitor the progress of material vendors and suppliers whose uninterrupted delivery of product or service is material to the production or distribution of our print and broadcast products in their efforts to become Year 2000 compliant. Material vendors and suppliers include electric utilities, telecommunications, news and content providers, television networks, other television programming suppliers, the U.S. Postal Service, and financial institutions. From September 30, 1994 through June 30, 1999, the Company has spent approximately $500,000 to address Year 2000 issues for IT systems (exclusive of the cost of the new financial, newspaper production and other systems that were scheduled to be replaced before the year 2000 for reasons other than Year 2000 compliance). Total costs to address Year 2000 issues for IT systems are currently estimated to be less than $1,000,000 and consist primarily of staff and consultant costs. Year 2000 remediation will require the replacement of telephone switches and software at a cost of $600,000 to $1,000,000. Through June 30, 1999 approximately $400,000 had been spent for new telephone equipment. Funds for these costs are expected to be provided by the operating cash flows or bank line of credit of the Company. The Company could be faced with severe consequences if Year 2000 issues are not identified and resolved in a timely manner by the Company and material third parties. A worst-case scenario would result in the short-term inability of the Company to produce or distribute newspapers or broadcast television programming due to unresolved Year 2000 issues. This would result in lost revenues; however, the amount would be dependent on the length and nature of the disruption, which cannot be predicted or estimated. In light of the possible consequences, the Company is devoting the resources needed to address Year 2000 issues in a timely manner. Management monitors the progress of the Company's Year 2000 efforts and provides update reports to the audit committee of the Board of Directors at each meeting. While management expects a successful resolution of these issues, there can be no guarantee that material third parties, on which the Company relies, will address all Year 2000 issues on a timely basis or that their failure to successfully address all issues would not have an adverse effect on the Company. The Company's contingency plans in case business interruptions do occur are substantially complete, but will continue to be refined and implemented up to the Year 2000. SAFE HARBOR STATEMENT This report contains certain forward-looking statements that are based largely on the Company's current expectations and are subject to certain risks, trends, and uncertainties that could cause actual results to differ materially from those anticipated. Among such risks, trends, and uncertainties are changes in advertising demand, newsprint prices, interest rates, regulatory rulings, availability of quality broadcast programming at competitive prices, changes in the terms and conditions of network affiliation agreements, quality and ratings of network over-the-air broadcast programs, legislative or regulatory initiatives affecting the cost of delivery of over-the-air broadcast programs to the Company's customers, and other economic conditions and the effect of acquisitions, investments, and dispositions on the Company's results of operations or financial condition. The words "believe," "expect," "anticipate," "intends," "plans," "projects," "considers," and similar expressions generally identify forward-looking statements. Readers are cautioned not to place undue reliance on such forward-looking statements, which are as of the date of this report. Further information concerning the Company and its businesses, including factors that potentially could materially affect the Company's financial results, is included in the Company's annual report on Form 10-K.
LEE ENTERPRISES, INCORPORATED PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) Exhibits: None (b) Report on Form 8-K: none
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 8/9/99 /s/ G. C. Wahlig - ----------------------- --------------------------------------- DATE G. C. Wahlig, Chief Accounting Officer
5 1,000 9-MOS SEP-30-1999 JUN-30-1999 27,909 0 69,805 4,541 3,684 108,542 321,567 185,109 670,528 78,112 185,812 0 0 88,796 260,181 670,528 395,356 401,510 0 0 312,992 0 10,518 80,151 29,100 51,051 0 0 0 51,051 1.15 1.14