UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
CURRENT REPORT
PURSUANT TO SECTION 13
OR 15(d) OF THE
SECURITIES EXCHANGE ACT
OF 1934
Date of Report (Date of earliest event reported):
July 21, 2005
Commission File Number
1-6227
LEE ENTERPRISES, INCORPORATED
(Exact name of Registrant as specified in its charter)
Delaware
42-0823980
(State of Incorporation) (I.R.S. Employer Identification No.)
201 N. Harrison Street,
Davenport, Iowa 52801
(Address of Principal
Executive Offices)
(563) 383-2100
Registrants
telephone number, including area code
_____________________________________________________________
Check the appropriate box below if
the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
On July 21, 2005, Lee Enterprises,
Incorporated (the Company) reported its results for the third fiscal quarter
ended June 30, 2005. The Company is furnishing the related earnings release under Item
2.02. The following exhibit is included:
EXHIBIT 99.1 Earnings Release - Third Quarter Ended June 30, 2005
The earnings release contains several non-GAAP financial measures. A non-GAAP financial measure is defined as a numerical measure of a companys financial performance that excludes or includes amounts so as to be different than the most directly comparable measure calculated and presented in accordance with GAAP in the statement of income, balance sheet or statement of cash flows of the Company. Pursuant to the requirements of Regulation G, the Company has provided a reconciliation within the earnings release of all non-GAAP financial measures to the most directly comparable GAAP financial measures.
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: July 21, 2005 | /s/Carl G. Schmidt | |
Carl G. Schmidt | ||
Vice President, Chief Financial Officer, | ||
and Treasurer |
2
EXHIBIT 99.1 Earnings Release - Third Quarter Ended June 30, 2005
201 N. Harrison St.
Davenport, IA 52801-1939
www.lee.net
NEWS RELEASE
DAVENPORT, Iowa (July 21, 2005) Newspaper publisher Lee Enterprises, Incorporated (NYSE: LEE), reported today that diluted earnings per common share from continuing operations were 41 cents for its third fiscal quarter ended June 30, 2005. The results represent a decrease of 13 cents from a year ago, reflecting 17 cents per common share of expenses related to the acquisition of Pulitzer Inc. on June 3, 2005.
Lees acquisition of Pulitzer is off to an exceptionally smooth, rapid start, and were right on course in every way, from retail and classified initiatives, to circulation and online programs, to sales blitzes, to integration of finance, systems, news resources and operations, said Mary Junck, Lee chairman and chief executive officer. Were thrilled with the new people, newspapers and markets weve gained. Although the real work is just beginning, less than two months into the process, were excited about our progress and prospects.
Discussing the impact of the acquisition on earnings, Carl Schmidt, Lee vice president, chief financial officer and treasurer, said:
| Because of the timing, size and complexity of the transaction, Lee has not yet completed the required determination of fair value of the assets and liabilities of Pulitzer and related allocation of the purchase price. Lees financial results this quarter and in the future are significantly influenced by the allocation process. There is no impact on operating cash flow(1) from this process, but reported earnings per common share are impacted. June quarter results reflect current estimates, which will be finalized by the end of the fiscal year. The final determination of value could result in an increase or decrease in depreciation, amortization or interest expense in future periods from the amounts estimated for the quarter ended June 30, 2005, and in reported results overall. |
| Refinancing of Lees 1998 Notes and 2002 credit agreement resulted in a one-time pretax loss from early extinguishment of debt of $11.2 million, or 15 cents per diluted common share. These facilities were replaced with a new $1.55 billion Credit Agreement entered into in conjunction with the acquisition of Pulitzer. |
| Transition expenses related to the Pulitzer acquisition total $1.5 million before income tax benefit, or 2 cents per diluted common share, year to date, substantially all of which were incurred in the June quarter. Lee expects to continue to incur additional transition costs for the remainder of the calendar year. |
1
OPERATING RESULTS
For the quarter ended June 30, 2005, combining Lee results with Pulitzer operating results since the June 3 date of acquisition, advertising revenue for the quarter increased 27.0 percent from a year ago to $166.7 million, with growth of 22.9 percent in retail, 28.2 percent in classified, 63.3 percent in national, 9.4 percent in niche and 69.5 percent in online advertising. Circulation revenue increased 17.6 percent. Total operating revenue increased 23.8 percent to $217.9 million. On a same property basis, which excludes the impact of Pulitzer and other acquisitions and divestitures made in the current or prior year, total advertising revenue for the quarter increased 4.1 percent from a year ago, circulation revenue decreased 1.5 percent, and total operating revenue increased 3.0 percent.
Operating expenses, combining Lees results for the quarter and Pulitzers results since June 3, excluding depreciation and amortization, increased 25.3 percent to $156.9 million, with compensation up 23.7 percent, newsprint and ink up 31.7 percent and other expenses up 25.3 percent. All categories of expenses were affected by acquisitions, and transition costs were $1.5 million. Same property operating expenses, excluding depreciation and amortization, increased 1.2 percent in the quarter, with compensation up 1.8 percent, newsprint and ink up 6.5 percent and other operating expenses down 2.2 percent.
Operating cash flow increased 20.2 percent to $60.9 million. Operating cash flow margin(1) was 28.0 percent, compared with 28.8 percent a year ago, reflecting the overall lower margin of the Pulitzer newspapers. Operating income, which includes equity in net income of associated companies and depreciation and amortization, rose 19.3 percent to $48.7 million. Non-operating expenses, which include financial expense related to the Pulitzer acquisition and loss on early extinguishment of debt, totaled $19.2 million, compared with $2.6 million a year ago. As a result, income from continuing operations decreased 23.8 percent to $18.7 million. Net income decreased 23.6 percent to $18.7 million.
YEAR TO DATE
Including acquisitions, for the nine months ended June 30, advertising revenue increased 14.6 percent to $431.6 million, and total operating revenue increased 12.0 percent to $570.6 million. Operating expenses, excluding depreciation and amortization, rose 12.1 percent to $413.5 million. On a same property basis, advertising revenue increased 5.0 percent, total operating revenue increased 3.7 percent, and operating expenses, excluding depreciation and amortization, increased 2.8 percent.
Including acquisitions, operating cash flow increased 11.9 percent, to $157.1 million, operating cash flow margin was 27.5 percent, compared with 27.6 percent a year ago. Operating income rose 13.1 percent to $125.7 million. Income from continuing operations decreased 2.2 percent to $63.8 million. Net income decreased 1.5 percent to $63.8 million.
With the acquisition of Pulitzer, Lee owns 52 daily newspapers and a joint interest in six others. Lee also operates associated online services and more than 300 weekly newspapers, shoppers and classified and specialty publications. Lee is based in Davenport, Iowa, and its stock is traded on the New York Stock Exchange under the symbol LEE. More information about Lee Enterprises is available at www.lee.net.
Tables follow. Expanded tables with same property comparisons are available at www.lee.net/financial. Revenue statistics for June also are available at www.lee.net/financial.
2
LEE ENTERPRISES, INCORPORATED
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
Three Months Ended | Nine Months Ended | |||||||||||||||||||
June 30 | June 30 | |||||||||||||||||||
(Thousands, Except EPS Data) | 2005 | 2004 | % | 2005 | 2004 | % | ||||||||||||||
Operating revenue: | ||||||||||||||||||||
Advertising revenue: | ||||||||||||||||||||
Retail | $ 89,656 | $ 72,930 | 22 | .9 % | $ 241,524 | $ 216,802 | 11 | .4% | ||||||||||||
National | 7,432 | 4,551 | 63 | .3 | 19,689 | 13,844 | 42 | .2 | ||||||||||||
Classified: | ||||||||||||||||||||
Daily newspapers: | ||||||||||||||||||||
Employment | 16,907 | 12,132 | 39 | .4 | 40,072 | 32,006 | 25 | .2 | ||||||||||||
Automotive | 12,616 | 10,488 | 20 | .3 | 31,722 | 30,149 | 5 | .2 | ||||||||||||
Real estate | 12,245 | 8,742 | 40 | .1 | 29,785 | 24,773 | 20 | .2 | ||||||||||||
All other | 7,825 | 7,359 | 6 | .3 | 19,317 | 18,419 | 4 | .9 | ||||||||||||
Other publications | 11,529 | 8,972 | 28 | .5 | 28,492 | 24,409 | 16 | .7 | ||||||||||||
Total classified | 61,122 | 47,693 | 28 | .2 | 149,388 | 129,756 | 15 | .1 | ||||||||||||
Niche publications | 3,408 | 3,115 | 9 | .4 | 9,342 | 8,228 | 13 | .5 | ||||||||||||
Online | 5,091 | 3,004 | 69 | .5 | 11,667 | 7,989 | 46 | .0 | ||||||||||||
Total advertising revenue | 166,709 | 131,293 | 27 | .0 | 431,610 | 376,619 | 14 | .6 | ||||||||||||
Circulation | 38,045 | 32,363 | 17 | .6 | 102,303 | 97,872 | 4 | .5 | ||||||||||||
Commercial printing | 5,470 | 5,388 | 1 | .5 | 15,977 | 15,115 | 5 | .7 | ||||||||||||
Online services & other | 7,632 | 6,922 | 10 | .3 | 20,744 | 19,688 | 5 | .4 | ||||||||||||
Total operating revenue | 217,856 | 175,966 | 23 | .8 | 570,634 | 509,294 | 12 | .0 | ||||||||||||
Operating expenses: | ||||||||||||||||||||
Compensation | 85,173 | 68,838 | 23 | .7 | 227,856 | 206,196 | 10 | .5 | ||||||||||||
Newsprint and ink | 21,478 | 16,314 | 31 | .7 | 54,371 | 46,528 | 16 | .9 | ||||||||||||
Other operating expenses | 50,284 | 40,117 | 25 | .3 | 131,309 | 116,199 | 13 | .0 | ||||||||||||
Operating expenses, | ||||||||||||||||||||
excluding depreciation | ||||||||||||||||||||
and amortization | 156,935 | 125,269 | 25 | .3 | 413,536 | 368,923 | 12 | .1 | ||||||||||||
Operating cash flow(1) | 60,921 | 50,697 | 20 | .2 | 157,098 | 140,371 | 11 | .9 | ||||||||||||
Depreciation | 6,387 | 5,179 | 23 | .3 | 16,497 | 14,801 | 11 | .5 | ||||||||||||
Amortization | 9,067 | 6,855 | 32 | .3 | 22,037 | 20,520 | 7 | .4 | ||||||||||||
Operating income, before | ||||||||||||||||||||
equity in net income of | ||||||||||||||||||||
associated companies | 45,467 | 38,663 | 17 | .6 | 118,564 | 105,050 | 12 | .9 | ||||||||||||
Equity in income of | ||||||||||||||||||||
associated companies | 3,276 | 2,209 | 48 | .3 | 7,156 | 6,090 | 17 | .5 | ||||||||||||
Operating income | 48,743 | 40,872 | 19 | .3 | 125,720 | 111,140 | 13 | .1 | ||||||||||||
3
Non-operating income: | ||||||||||||||||||||
Financial income | 1,009 | 243 | 315 | .2 | 1,476 | 808 | 82 | .7 | ||||||||||||
Financial expense | (9,044 | ) | (2,867 | ) | 215 | .5 | (14,630 | ) | (9,801 | ) | 49 | .3 | ||||||||
Loss on early | ||||||||||||||||||||
extinguishment of debt | (11,181 | ) | - | N | M | (11,181 | ) | - | N | M | ||||||||||
Other, net | 7 | - | N | M | (58 | ) | (294 | ) | N | M | ||||||||||
(19,209 | ) | (2,624 | ) | 632 | .1 | (24,393 | ) | (9,287 | ) | 162 | .7 | |||||||||
Income from continuing | ||||||||||||||||||||
operations before | ||||||||||||||||||||
income taxes | 29,534 | 38,248 | (22 | .8) | 101,327 | 101,853 | (0 | .5) | ||||||||||||
Income tax expense | 10,691 | 13,696 | (21 | .9) | 37,410 | 36,632 | 2 | .1 | ||||||||||||
Minority interest | 145 | - | N | M | 145 | - | N | M | ||||||||||||
Income from continuing | ||||||||||||||||||||
operations | 18,698 | 24,552 | (23 | .8) | 63,772 | 65,221 | (2 | .2) | ||||||||||||
Discontinued operations | - | (88 | ) | N | M | - | (464 | ) | N | M | ||||||||||
Net income | $ 18,698 | $ 24,464 | (23 | .6)% | $ 63,772 | $ 64,757 | (1 | .5)% | ||||||||||||
Earnings per common share: | ||||||||||||||||||||
Basic: | ||||||||||||||||||||
Continuing operations | $ 0.41 | $ 0.55 | (25 | .5)% | $ 1.41 | $ 1.46 | (3 | .4)% | ||||||||||||
Discontinued operations | - | - | - | - | (0.01 | ) | - | |||||||||||||
Net income | $ 0.41 | $ 0.55 | (25 | .5)% | $ 1.41 | $ 1.45 | (2 | .8)% | ||||||||||||
Diluted: | ||||||||||||||||||||
Continuing operations | $ 0.41 | $ 0.54 | (24 | .1)% | $ 1.41 | $ 1.45 | (2 | .8)% | ||||||||||||
Discontinued operations | - | - | - | - | (0.01 | ) | - | |||||||||||||
Net income | $ 0.41 | $ 0.54 | (24 | .1)% | $ 1.41 | $ 1.44 | (2 | .1)% | ||||||||||||
Average common shares: | ||||||||||||||||||||
Basic | 45,156 | 44,884 | 45,090 | 44,733 | ||||||||||||||||
Diluted | 45,374 | 45,205 | 45,311 | 45,032 | ||||||||||||||||
SELECTED BALANCE SHEET INFORMATION | ||||||||
June 30 | ||||||||
(Thousands) | 2005 | 2004 | ||||||
Cash | $ | 50,529 | $ | 8,251 | ||||
Restricted cash and investments | 77,310 | - | ||||||
Debt (principal amount) | 1,758,000 | 234,600 | ||||||
4
NOTES:
(1) | Operating cash flow, which is defined as operating income before depreciation, amortization and equity in net income of associated companies, and operating cash flow margin (operating cash flow divided by operating revenue) represent non-GAAP financial measures. A reconciliation of operating cash flow to operating income, the most directly comparable measure under accounting principles generally accepted in the United States (GAAP), is reflected in the tables accompanying this release. The Company believes that operating cash flow and the related margin ratio are useful measures of evaluating its financial performance because of their focus on the Companys results from operations before depreciation and amortization. The Company also believes that these measures are several of the alternative financial measures of performance used by investors, rating agencies and financial analysts to estimate the value of a company and evaluate its ability to meet debt service requirements. |
(2) | Certain amounts as previously reported have been reclassified to conform with the current period presentation. The prior period has been restated for comparative purposes, and the reclassifications have no impact on earnings. |
(3) | Same property comparisons exclude acquisitions and divestitures made in the current or prior year. Same property revenue also excludes revenue of Madison Newspapers, Inc., (MNI). Lee owns 50% of the capital stock of MNI, which for financial reporting purposes is reported using the equity method of accounting. Same property comparisons also exclude corporate office costs. |
(4) | The Company disclaims responsibility for updating information beyond the release date. |
The Private Securities Litigation Reform Act of 1995 provides a Safe Harbor for forward-looking statements. This release contains information that may be deemed forward-looking and that is based largely on the Companys current expectations and is subject to certain risks, trends and uncertainties that could cause actual results to differ materially from those anticipated. Among such risks, trends and other uncertainties are changes in advertising demand, newsprint prices, interest rates, labor costs, legislative and regulatory rulings and other results of operations or financial conditions, difficulties in integration of acquired businesses or maintaining employee and customer relationships and increased capital and other costs. The words may, will, would, could, believes, expects, anticipates, 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 made as of the date of this release. The Company does not publicly undertake to update or revise its forward-looking statements.
Contact: dan.hayes@lee.net, (563) 383-2100
5