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, 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 March 31, 1999
- --------------------------------------- -----------------------------
Common stock, $2.00 par value 32,827,441
Class "B" Common Stock, $2.00 par value 11,490,555
<PAGE>
PART I. FINANCIAL INFORMATION
Item. 1.
LEE ENTERPRISES, INCORPORATED
CONSOLIDATED STATEMENTS OF INCOME
(In Thousands Except Per Share Data)
<TABLE>
Three Months Ended Six Months Ended
March 31, March 31,
-------------------- ---------------------
1999 1998 1999 1998
--------------------------------------------
(Unaudited)
<S> <C> <C> <C> <C>
Operating revenue:
Publishing:
Daily newspaper:
Advertising ........................... $ 45,829 $ 43,224 $ 100,719 $ 95,229
Circulation ........................... 20,159 20,227 40,848 41,018
Other ................................... 28,800 25,337 57,516 50,396
Broadcasting ............................... 27,072 30,947 62,662 62,202
Equity in net income of associated companies 1,736 1,610 3,978 3,759
--------------------------------------------
123,596 121,345 265,723 252,604
--------------------------------------------
Operating expenses:
Compensation costs ......................... 48,697 47,174 100,000 94,842
Newsprint and ink .......................... 9,107 9,574 19,935 20,136
Depreciation ............................... 5,185 4,700 10,270 9,320
Amortization of intangibles ................ 4,477 4,473 8,880 8,929
Other ...................................... 33,977 31,676 69,685 65,531
--------------------------------------------
101,443 97,597 208,770 198,758
--------------------------------------------
Operating income .................... 22,153 23,748 56,953 53,846
--------------------------------------------
Financial (income) expenses, net
Financial (income) ......................... (235) (1,188) (1,451) (1,718)
Financial expense .......................... 2,986 4,344 7,252 8,050
--------------------------------------------
2,751 3,156 5,801 6,332
--------------------------------------------
Income before taxes on income ...... 19,402 20,592 51,152 47,514
Income taxes .................................. 7,434 7,981 19,545 18,319
--------------------------------------------
Net income .......................... $11,968 $12,611 $31,607 $29,195
============================================
Average outstanding shares:
Basic ...................................... 44,246 44,990 44,257 45,153
============================================
Diluted .................................... 44,859 45,783 44,851 45,904
============================================
Earnings per share:
Basic ...................................... $ 0.27 $ 0.28 $ 0.71 $ 0.65
============================================
Diluted .................................... $ 0.27 $ 0.28 $ 0.70 $ 0.64
============================================
Dividends per share ........................... $ 0.15 $ 0.14 $ 0.30 $ 0.28
============================================
</TABLE>
<PAGE>
LEE ENTERPRISES, INCORPORATED
CONDENSED CONSOLIDATED BALANCE SHEETS
(In Thousands)
<TABLE>
March 31, September 30,
ASSETS 1999 1998
- ----------------------------------------------------------------------------------------------------------------------
(Unaudited)
<S> <C> <C>
Cash and cash equivalents ............................................................ $ 15,859 $ 16,941
Accounts receivable, net ............................................................. 60,199 61,880
Newsprint inventory .................................................................. 3,344 3,878
Program rights and other ............................................................. 12,215 16,892
-------------------
Total current assets ....................................................... 91,617 99,591
Investments .......................................................................... 27,139 26,471
Property and equipment, net .......................................................... 134,459 128,372
Intangibles and other assets ......................................................... 398,911 406,151
-------------------
$ 652,126 $660,585
===================
LIABILITIES AND STOCKHOLDERS' EQUITY
- ----------------------------------------------------------------------------------------------------------
Current liabilities .................................................................. $ 72,210 $ 98,061
Long-term debt, less current maturities .............................................. 186,133 186,028
Deferred items ....................................................................... 57,510 56,737
Stockholders' equity ................................................................. 336,273 319,759
-------------------
$ 652,126 $660,585
===================
</TABLE>
<PAGE>
LEE ENTERPRISES, INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
<TABLE>
1999 1998
- ----------------------------------------------------------------------------------------------------------------------
(Unaudited)
<S> <C> <C>
Six Months Ended March 31:
Cash Provided by Operations:
Net income ................................................................... $ 31,607 $ 29,195
Adjustments to reconcile net income to net cash provided
by operations:
Depreciation and amortization .............................................. 19,150 18,249
Distributions in excess of earnings of associated companies ................ 1,650 1,287
Other balance sheet changes ................................................ (1,151) (245)
----------------------------
Net cash provided by operations .......................................... 51,256 48,486
----------------------------
Cash Provided by (Required For) Investing Activities:
Purchase of property and equipment ........................................... (16,301) (12,518)
Acquisitions ................................................................. (2,147) (250)
Other ........................................................................ (127) (379)
----------------------------
Net cash provided by (required for) investing activities ................. (18,575) (13,147)
----------------------------
Cash Provided by (Required for) Financing Activities:
Purchase of common stock ..................................................... (2,265) (32,888)
Cash dividends paid .......................................................... (6,654) (6,383)
Proceeds from long-term borrowings ........................................... -- 185,000
Principal payments on long-term debt ......................................... (25,000) (25,000)
Principal payments on short-term notes payable, net .......................... -- (5,000)
Other ........................................................................ 156 496
---------------------------
Net cash provided by (required for) financing activities ................. (33,763) 116,225
---------------------------
Net increase in cash and cash equivalents ................................ (1,082) 151,564
Cash and cash equivalents:
Beginning .................................................................... 16,941 14,163
---------------------------
Ending ....................................................................... $ 15,859 $165,727
===========================
</TABLE>
<PAGE>
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, 1999 and the results of
operations for the three- and six-month periods ended March 31, 1999 and 1998
and cash flows for the six-month periods ended March 31, 1999 and 1998.
Note 2. Investment in Associated Companies
Condensed operating results of Madison Newspapers, Inc. (50% owned) and other
unconsolidated associated companies are as follows (dollars in thousands):
<TABLE>
Three Months Ended Six Months Ended
Marh 31, March 31,
---------------------------- ----------------------------
1999 1998 1999 1998
---------------------------- ----------------------------
<S> <C> <C> <C> <C>
Revenues $ 21,660 $ 20,242 $ 45,250 $ 42,027
Operating expenses, except
depreciation and amortization 15,487 14,427 31,114 28,672
Income before depreciation and amortization,
interest, and taxes 6,173 5,815 14,136 13,355
Depreciation and amortization 756 717 1,549 1,430
Operating income 5,417 5,098 12,587 11,925
Financial income 363 291 686 623
Income before income taxes 5,780 5,389 13,273 12,548
Income taxes 2,285 2,169 5,316 5,030
Net income 3,495 3,220 7,957 7,518
</TABLE>
Note 3. Cash Flows Information
The components of other balance sheet changes are:
<TABLE>
Six Months Ended
March 31,
----------------------------
1999 1998
----------------------------
(In Thousands)
<S> <C> <C>
(Increase) decrease in receivables $ 244 $(3,035)
Decrease in inventories, film rights and other 1,347 3,986
(Decrease) in accounts payable, accrued expenses and
unearned income (3,556) (1,689)
Increase in income taxes payable 163 433
Other, primarily deferred items 651 60
----------------------------
$(1,151) $ (245)
============================
</TABLE>
<PAGE>
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):
<TABLE>
Three Months Ended Six Months Ended
March 31, March 31,
--------------------------- ---------------------------
1999 1998 1999 1998
---------------------------- ----------------------------
<S> <C> <C> <C> <C>
Numerator, income applicable to common
shares, net income $ 11,968 $ 12,611 $ 31,607 $ 29,195
==========================================================
Denominator:
Basic-weighted average common shares
outstanding 44,246 44,990 44,257 45,153
Dilutive effect of employee stock options 613 793 594 751
----------------------------------------------------------
Diluted outstanding shares 44,859 45,783 44,851 45,904
==========================================================
Earnings per share:
Basic $ 0.27 $ 0.28 $ 0.71 $ 0.65
Diluted 0.27 0.28 0.70 0.64
</TABLE>
<PAGE>
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, except per
share data):
<TABLE>
Three Months Ended Percent Six Months Ended Percent
March 31, Increase March 31, Increase
------------------------- --------------------------
1999 1998 (Decrease) 1999 1998 (Decrease)
----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Revenue:
Publishing $ 96,524 $ 90,398 6.8% $ 203,061 $ 190,402 6.6%
Broadcasting 27,072 30,947 (12.5) 62,662 62,202 0.7
------------------------------------- --------------------------------------
$ 123,596 $ 121,345 1.9% $ 265,723 $ 252,604 5.2%
===================================== ======================================
Income before depreciation and
amortization, interest and
taxes (EBITDA): *
Publishing $ 30,474 $ 27,132 12.3% $ 66,194 $ 61,838 7.0%
Broadcasting 4,674 8,394 (44.3) 17,202 16,817 2.3
Corporate (3,333) (2,605) (27.9) (7,293) (6,560) (11.2)
------------------------------------- --------------------------------------
$ 31,815 $ 32,921 (3.4)% $ 76,103 $ 72,095 5.6%
===================================== ======================================
Operating income:
Publishing $ 24,025 $ 21,110 13.8% $ 53,302 $ 49,720 7.2%
Broadcasting 1,846 5,579 (66.9) 11,653 11,259 3.5
Corporate (3,718) (2,941) (26.4) (8,002) (7,133) (12.2)
------------------------------------- --------------------------------------
$ 22,153 $ 23,748 (6.7)% $ 56,953 $ 53,846 5.8%
===================================== ======================================
Capital expenditures:
Publishing $ 5,184 $ 5,696 $ 10,777 $ 8,327
Broadcasting 2,247 1,755 5,142 3,205
Corporate -- 720 382 986
-------------------------- ---------------------------
$ 7,431 $ 8,171 $ 16,301 $ 12,518
========================== ===========================
<FN>
* EBITDA is not a financial performance measurement under generally accepted
accounting principles (GAAP), and should not be considered in isolation or 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.
</FN>
</TABLE>
QUARTER ENDED MARCH 31, 1999
PUBLISHING
Wholly-owned daily newspaper advertising revenue increased $2,605,000, 6.0%.
Advertising revenue from local merchants increased $1,131,000, 4.8%. Local
"run-of-press" advertising increased $754,000, 4.7%, as a result of a 3.7%
increase in advertising inches. Local preprint revenue increased $377,000, 5.1%.
Classified advertising revenue increased $650,000, 4.1%, as a result of a 4.7%
increase in advertising inches offset by a decrease in average rates.
Circulation revenue was flat due to promotional pricing and minimal rate
increases.
Other revenue consists of revenue from weekly newspapers, classified and
specialty publications, commercial printing, products delivered outside the
newspaper (which include activities such as target marketing and special event
production) and editorial service contracts with Madison Newspapers, Inc.
<PAGE>
Other revenue by category and by property is as follows:
<TABLE>
1999 1998
----------------------------
(In Thousands)
<S> <C> <C>
Weekly newspapers, classified and specialty publications:
Properties owned for entire period .......................................... $ 17,140 $ 16,657
Acquired since September 30, 1997 ........................................... 2,521 106
Commercial printing ............................................................ 3,805 3,360
Products delivered outside the newspaper ....................................... 2,938 2,831
Editorial service contracts .................................................... 2,396 2,383
----------------------------
$ 28,800 $ 25,337
============================
</TABLE>
The following table sets forth the percentage of revenue of certain items in the
publishing segment .............................................................
<TABLE>
1999 1998
-----------------------------
Revenue ........................................................................ 100.0% 100.0%
-----------------------------
<S> <C> <C>
Compensation costs ............................................................. 35.9 36.1
Newsprint and ink .............................................................. 9.4 10.6
Other operating expenses ....................................................... 23.1 23.3
-----------------------------
68.4 70.0
-----------------------------
Income before depreciation, amortization, interest and taxes ................... 31.6 30.0
Depreciation and amortization ................................................... 6.7 6.6
-----------------------------
Operating margin wholly-owned properties ....................................... 24.9% 23.4%
=============================
</TABLE>
QUARTER ENDED MARCH 31, 1999
Exclusive of the effects of acquisitions, costs other than depreciation and
amortization increased $1,027,000, 1.6%. Compensation expense increased
$1,205,000, 3.7%, due primarily to increase in average compensation. Newsprint
and ink costs decreased $(616,000), (6.4%), due primarily to lower prices paid
for newsprint. Other operating costs exclusive of depreciation and amortization
increased $438,000, 2.1%, due to higher distribution expense and other cost
increases.
BROADCASTING
Revenue for the quarter decreased $(3,875,000), (12.5%), as political
advertising decreased $(112,000), (84.2%) and local/regional/national
advertising decreased $(2,612,000), (9.9%), primarily due to the absence of the
Winter Olympics advertising on our CBS-affiliates and the Super Bowl on our
NBC-affiliates. Production revenue and revenues from other services decreased
$(916,000), (32.4%), as a result of the discontinuance of certain production
services and loss of NBA production during the strike. Advertising revenue
growth may be unfavorably affected later in the year due to the absence of
primary elections and increase in competitive conditions.
<PAGE>
The following table sets forth the percentage of revenue of certain items in the
broadcasting segment.
<TABLE>
1999 1998
--------------------------
Revenue 100.0% 100.0%
--------------------------
<S> <C> <C>
Compensation costs 46.5 42.2
Programming costs 8.7 6.7
Other operating expenses 27.5 24.0
--------------------------
82.7 72.9
--------------------------
Income before depreciation, amortization, interest and taxes 17.3 27.1
Depreciation and amortization 10.4 9.1
--------------------------
Operating margin wholly-owned properties 6.9% 18.0%
==========================
</TABLE>
Compensation costs decreased $(478,000), (3.7%), due to decreases in incentive
compensation and hours worked related to the reduced level of production
services. Programming costs for the quarter increased $271,000, 13.1%, primarily
due to accelerated amortization on new programming. Other operating expenses,
exclusive of depreciation and amortization, increased $52,000, .7%, due to
reduced costs related to production services which offset other cost increases.
CORPORATE COSTS
Corporate costs increased by $777,000, 26.4%. The prior year period costs were
lower due to one time cost reduction.
QUARTER ENDED MARCH 31, 1999
FINANCIAL EXPENSE AND INCOME TAXES
Interest expense decreased due to payments on long-term debt.
Income taxes were 38.3% and 38.8% of pretax income for the quarters ended March
31, 1999 and 1998, respectively.
SIX MONTHS ENDED MARCH 31, 1999
PUBLISHING
Wholly-owned daily newspaper advertising revenue increased $5,490,000, 5.8%.
Advertising revenue from local merchants increased $3,178,000, 5.8%. Local
"run-of-press" advertising increased $2,553,000, 6.9%, as a result of a 6.4%
increase in advertising inches. Local preprint revenue increased $625,000, 3.5%.
Classified advertising revenue increased $1,349,000, 4.3%, as a result of higher
averages rates and a 1% increase in advertising inches. The employment category
was the biggest contributor to the increase.
Circulation revenue was flat due to promotional pricing and minimal rate
increases.
Other revenue consists of revenue from weekly newspapers, classified and
specialty publications, commercial printing, products delivered outside the
newspaper (which include activities such as target marketing and special event
production) and editorial service contracts with Madison Newspapers, Inc.
<PAGE>
Other revenue by category and by property is as follows:
<TABLE>
1999 1998
-------------------------------
(In Thousands)
<S> <C> <C>
Weekly newspapers, classified and specialty publications:
Properties owned for entire period $ 34,662 $ 33,199
Acquired since September 30, 1997 4,370 106
Commercial printing 7,952 7,180
Products delivered outside the newspaper 5,939 5,409
Editorial service contracts 4,593 4,502
-------------------------------
$ 57,516 $ 50,396
===============================
</TABLE>
SIX MONTHS ENDED MARCH 31, 1999
The following table sets forth the percentage of revenue of certain items in the
publishing segment.
<TABLE>
1999 1998
------------------------------
Revenue 100.0% 100.0%
------------------------------
<S> <C> <C>
Compensation costs 34.8 34.4
Newsprint and ink 9.8 10.6
Other operating expenses 22.8 22.5
------------------------------
67.4 67.5
==============================
Income before depreciation, amortization, interest and taxes 32.6 32.5
Depreciation and amortization 6.3 6.4
------------------------------
Operating margin wholly-owned properties 26.3% 26.1%
==============================
</TABLE>
Exclusive of the effects of acquisitions, costs other than depreciation and
amortization increased $5,065,000, 3.9%. Compensation expense increased
$3,622,000, 5.5%, due primarily to increase in average compensation. Newsprint
and ink costs decreased $(467,000), (2.3%), due primarily to lower prices paid
for newsprint. Other operating costs exclusive of depreciation and amortization
increased $1,910,000, 4.5%, due to higher distribution expenses and other cost
increases.
BROADCASTING
Revenue increased $460,000, .7%, political advertising increased $4,925,000,
759.4% while local/regional/national advertising decreased $(2,610,000), (4.9%),
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.
Production revenue and revenues from other services decreased $(1,284,000),
(25.0%), as a result of the discontinuance of certain production services and
loss of NBA production during the strike.
<PAGE>
The following table sets forth the percentage of revenue of certain items in the
broadcasting segment.
<TABLE>
1999 1998
-------------------------
Revenue 100.0% 100.0%
--------------------------
<S> <C> <C>
Compensation costs 41.2 41.5
Programming costs 7.5 6.9
Other operating expenses 23 .8 24.6
--------------------------
72.5 73.0
--------------------------
Income before depreciation, amortization, interest and taxes 27.5 27.0
Depreciation and amortization 8.9 8.9
--------------------------
Operating margin wholly-owned properties 18.6% 18.1%
==========================
SIX MONTHS ENDED MARCH 31,1999.
</TABLE>
Compensation costs were flat as higher average rates were offset by a reduction
in the hours worked related to production services and to a lesser extent
reductions in incentive compensation. Programming costs for the period increased
$409,000, 9.5%, primarily due to accelerated amortization on new programming.
Other operating expenses, exclusive of depreciation and amortization, decreased
$(339,000), (2.2%) due to a reduced level of production services which offset
other cost increases.
CORPORATE COSTS
Corporate costs increased by $869,000, 12.2%. The increase occurred in the
second quarter as previously discussed.
FINANCIAL EXPENSE AND INCOME TAXES
Interest expense decreased due to payments on long-term debt.
Income taxes were 38.2% and 38.6% of pretax income for the six months ended
March 31, 1999 and 1998, respectively.
LIQUIDITY AND CAPITAL RESOURCES
Cash provided by operations, which is the Company's primary source of liquidity,
generated $51,256,000 for the six month period ended March 31, 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 a company-wide evaluation of this impact on its IT systems and its
date-sensitive publishing equipment. The evaluation of critical broadcasting
equipment is continuing. Year 2000 software updates for identified critical
date-sensitive broadcasting equipment have been obtained and will be tested by
June 30, 1999. Broadcasting equipment is believed to be 80% tested and 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 approximately 90%
complete and is planned to be complete by July 31, 1999. Testing of computer
hardware for IT systems is approximately 90% complete. Renovation efforts and
testing of systems/equipment are expected to be complete by June 30, 1999.
<PAGE>
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 March 31, 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
March 31, 1999 approximately $300,000 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/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 is in the process of reviewing its existing contingency plans in
case business interruptions do occur. Management expects the review of these
plans to be complete by June 30, 1999.
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; 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.
<PAGE>
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 January 26, 1999.
(b) Rance E. Crain, Richard D. Gottlieb, and Phyllis Sewell were re-elected
directors of three-year terms expiring at the 2002 annual meeting. Lloyd G.
Schermer was re-elected as a director for a one-year term expiring at the
2000 annual meeting. Directors whose terms of office continued after the
meeting include: J.P. Guerin, Charles E. Rickershauser, Jr., Mark Vittert,
Andrew E. Newman, Ronald L. Rickman, Gordon D. Prichett and William E.
Mayer.
(c) Votes were cast, all by proxy, for nominees for director as follows:
<TABLE>
Vote
For Withheld
------------------------------
<S> <C> <C>
Rance E. Crain 111,627,978 1,362,617
Richard D. Gottlieb 111,516,213 1,474,382
Phyllis Sewell 111,235,400 1,755,195
Lloyd G. Schermer 111,210,414 1,780,181
</TABLE>
Abstentions and broker non-votes were not significant.
(d) Not applicable
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
(b) There were no reports on Form 8-K required to be filed
during the quarter for which this report is filed.
<PAGE>
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 6, 1999 /s/ G. C. Wahlig, Chief Accounting Officer
------------------------ -------------------------------------------
G. C. Wahlig, Chief Accounting Officer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE MARCH 31,
1999 FORM 10-Q OF LEE ENTERPRISES, INCORPORATED AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-30-1999
<PERIOD-END> MAR-31-1999
<CASH> 15,859
<SECURITIES> 0
<RECEIVABLES> 64,900
<ALLOWANCES> 4,701
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0
0
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</TABLE>
