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, 2001 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. Outstanding at Class March 31, 2001 - -------------------------------------------------------------------------------- Common stock, $2.00 par value 33,261,970 Class "B" Common Stock, $2.00 par value 10,560,335
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, ------------------------ -------------------------- 2001 2000 2001 2000 --------------------------------------------------- (Unaudited) <S> <C> <C> <C> <C> Operating revenue: Advertising ............................. $ 63,877 $ 62,040 $ 141,562 $ 132,173 Circulation ............................. 19,729 19,972 40,902 40,184 Other ................................... 17,273 17,003 34,474 33,055 Equity in net income of associated companies ....... 1,318 1,958 3,884 4,248 ---------------------------------------------- 102,197 100,973 220,822 209,660 ---------------------------------------------- Operating expenses: Compensation costs ...................... 41,517 38,328 85,042 78,009 Newsprint and ink ....................... 9,957 8,997 21,094 18,010 Depreciation ............................ 4,284 3,577 8,413 7,053 Amortization of intangibles ............. 3,898 3,734 7,799 7,470 Other ................................... 26,955 25,307 55,239 51,731 --------------------------------------------- 86,611 79,943 177,587 162,273 --------------------------------------------- Operating income .................. 15,586 21,030 43,235 47,387 --------------------------------------------- Nonoperating (income) expenses, net: Financial (income) ...................... (8,431) (609) (17,942) (1,663) Financial expense ....................... 3,181 2,758 6,345 6,143 Other, net .............................. 226 218 631 (18,031) --------------------------------------------- (5,024) 2,367 (10,966) (13,551) --------------------------------------------- Income from continuing operations before taxes on income ............ 20,610 18,663 54,201 60,938 Income taxes ............................ 7,469 6,926 20,045 22,805 --------------------------------------------- Income from continuing operations ... 13,141 11,737 34,156 38,133 --------------------------------------------- Discontinued operations: Income from discontinued operations, net of income tax effect ................ -- 590 -- 4,738 Gain (loss) on disposition, net of income tax effect ....................... (85) 1,274 250,802 1,274 -------------------------------------------- (85) 1,864 250,802 6,012 -------------------------------------------- Net income ........................ $13,056 $ 13,601 $ 284,958 $ 44,145 ============================================ Average outstanding shares: Basic ................................... 43,665 44,098 43,665 44,132 Diluted ................................. 44,032 44,423 44,002 44,527 Earnings per share: Basic: Income from continuing operations ....... $ 0.30 $ 0.27 $ 0.78 $ 0.86 Income from discontinued operations ..... -- 0.04 5.75 0.14 -------------------------------------------- Net income .......................... $ 0.30 $ 0.31 $ 6.53 $ 1.00 ============================================ Diluted: Income from continuing operations ....... $ 0.30 $ 0.27 $ 0.78 $ 0.85 Income from discontinued operations ..... -- 0.04 5.70 0.14 -------------------------------------------- Net income ........................ $ 0.30 $ 0.31 $ 6.48 $ 0.99 ============================================ Dividends per share ..................... $ 0.17 $ 0.16 $ 0.34 $ 0.32 ============================================ </TABLE>
LEE ENTERPRISES, INCORPORATED CONDENSED CONSOLIDATED BALANCE SHEETS (In Thousands) March 31, September 30, ASSETS 2001 2000 - -------------------------------------------------------------------------------- (Unaudited) Cash and cash equivalents $ 38,281 $ 29,427 Temporary cash investments 456,585 - Accounts receivable, net 40,050 42,712 Newsprint inventory 4,586 4,280 Other 6,460 7,380 Net assets of discontinued operations 535 167,767 --------------------------- Total current assets 546,497 251,566 Investments 32,357 34,176 Property and equipment, net 123,577 127,356 Intangibles and other assets 328,746 333,135 --------------------------- $ 1,031,177 $ 746,233 =========================== LIABILITIES AND STOCKHOLDERS' EQUITY - -------------------------------------------------------------------------------- Current liabilities: Current maturities of long-term debt $ 185,000 $ 49,532 Income taxes payable 91,137 7,799 Other 63,233 60,296 ------------------------- Total current liabilities 339,370 117,627 Long-term debt, less current maturities - 173,400 Deferred items 29,141 60,039 Stockholders' equity 662,666 395,167 ------------------------- $ 1,031,177 $ 746,233 =========================
LEE ENTERPRISES, INCORPORATED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In Thousands) 2001 2000 - -------------------------------------------------------------------------------- (Unaudited) Six Months Ended March 31: Cash Provided by (Required for) Operating Activities: Net income $ 284,958 $ 44,145 Adjustments to reconcile net income to net cash provided by (required for) operations: Depreciation and amortization 16,236 20,537 Gain on sale of properties (396,190) (18,439) Distributions in excess of current earnings of associated companies 2,484 1,184 Other balance sheet changes 52,426 17,536 ----------------- Net cash provided by (required for)operating activities (40,086) 64,963 ----------------- Cash Provided by (Required for) Investing Activities: Purchase of property and equipment (4,920) (18,359) Purchase of temporary cash investments, net (456,585) - Acquisitions (4,230) (8,075) Proceeds from sale of assets 565,264 8,775 Other (1,992) (42) ----------------- Net cash provided by (required for) investing activities 97,537 (17,701) ------------------ Cash (Required for) Financing Activities: Purchase of Lee common stock (8,633) (6,214) Cash dividends paid (7,382) (7,071) Payments on short-term notes payable, net (37,937) (6,000) Other 5,355 323 ------------------ Net cash (required for) financing activities (48,597) (18,962) ------------------ Net increase in cash and cash equivalents 8,854 28,300 Cash and cash equivalents: Beginning 29,427 10,536 ------------------ Ending $ 38,281 $ 38,836 ==================
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, 2001 and the results of operations for the three- and six-month periods ended March 31, 2001 and 2000 and cash flows for the six-month periods ended March 31, 2001 and 2000. Note 2. Investment in Associated Companies The Company has a 50% ownership interest in Madison Newspapers, Inc., a newspaper company which publishes daily, Sunday, and weekly publications in Madison and three other daily newspapers, seven weekly publications, and various other classified publications in Wisconsin, and also holds interests in Internet service ventures. The condensed operating results of Madison Newspapers, Inc. set forth below include the results of operations of three daily newspapers, five weekly publications, and three other classified publications acquired by Madison Newspapers, Inc. on July 1, 2000 from Independent Media Group, Inc. (in thousands): Three Months Ended Six Months Ended March 31, March 31, ------------------------------------------- 2001 2000 2001 2000 ------------------------------------------- Revenues $ 24,557 $ 23,579 $ 54,016 $ 47,642 Operating expenses, except depreciation and amortization 19,075 16,991 38,726 33,092 ------------------------------------------- Income before depreciation and amortization, interest, and taxes 5,482 6,588 15,290 14,550 Depreciation and amortization 1,161 714 2,322 1,429 ------------------------------------------- Operating income 4,321 5,874 12,968 13,121 Financial income (expense) 28 640 (27) 1,042 -------------------------------------------- Income before income taxes 4,349 6,514 12,941 14,163 Income taxes 1,712 2,613 5,172 5,692 -------------------------------------------- Net income $ 2,637 $ 3,901 $ 7,769 $ 8,471 ============================================ Note 3. Cash Flows Information The components of other balance sheet changes are: Six Months Ended March 31, ------------------------- 2001 2000 ------------------------- (In Thousands) Decrease in receivables $ 2,662 $ 5,104 Decrease in inventories and other 614 2,201 (Decrease) in accounts payable, accrued expenses and unearned income (5,047) (911) Increase in income taxes payable 83,338 2,594 Deferred income taxes (29,665) - Other 524 8,548 ------------------------- $ 52,426 $ 17,536 =========================
Note 4. 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, ---------------------------------------- 2001 2000 2001 2000 ---------------------------------------- <S> <C> <C> <C> <C> Numerator: Income applicable to common shares: Income from continuing operations $ 13,141 $ 11,737 $ 34,156 $ 38,133 Income (loss) from discontinued operations (85) 1,864 250,802 6,012 ---------------------------------------- $ 13,056 $ 13,601 $ 284,958 $ 44,145 ======================================== Denominator: Basic-weighted average common shares outstanding 43,665 44,098 43,665 44,132 Dilutive effect of employee stock options 367 325 337 395 ---------------------------------------- Diluted outstanding shares 44,032 44,423 44,002 44,527 ======================================== Basic earnings per share: Income from continuing operations $ 0.30 $ 0.27 $ 0.78 $ 0.86 Income from discontinued operations - 0.04 5.75 0.14 ---------------------------------------- Net income $ 0.30 $ 0.31 $ 6.53 $ 1.00 ======================================== Diluted earnings per share: Income from continuing operations $ 0.30 $ 0.27 $ 0.78 $ 0.85 Income from discontinued operations - 0.04 5.70 0.14 ---------------------------------------- Net income $ 0.30 $ 0.31 $ 6.48 $ 0.99 ======================================== </TABLE> Note 5. Sale of Assets On October 1, 1999 the Company acquired a daily newspaper and specialty publications in Beatrice, Nebraska and received $9,300,000 of cash in exchange for all the assets used in, and liabilities related to, the publication, marketing, and distribution of two daily newspapers and the related specialty and classified publications in Kewanee, Geneseo, and Aledo, Illinois and Ottumwa, Iowa. In connection with this transaction, the Company recognized a gain on sale of $18,439,000, which is included in other nonoperating income in 2000.
Note 6. Discontinued Operations On March 1, 2000, the Company decided to discontinue the operations of the Broadcast division. On May 7, 2000 the Company entered into an agreement to sell substantially all of its broadcasting operations, consisting of eight network-affiliated and seven satellite television stations, to Emmis Communications Corporation and closed the transaction on October 1, 2000. The net proceeds of approximately $565,000,000 resulted in an after-tax gain for financial reporting purposes of approximately $251,000,000. The results for the broadcast operations have been classified as discontinued operations for all periods presented in the consolidated statements of income. Under the terms of its senior note agreement, the Company will be required to repay the outstanding balance of $173,400,000 on October 1, 2001 unless the Company reinvests the net proceeds of the broadcast sale or obtains a waiver of that provision of the agreement. Therefore, the $173,400,000 has been classified as a current liability as of March 31, 2001. On January 18, 2001, the Company entered into an agreement to sell its remaining broadcast property which will complete the Company's exit from television broadcasting. The assets and liabilities of the remaining broadcast property has been classified as "net assets of discontinued operations" as of March 31, 2001. The income (loss) from discontinued operations consists of the following (in thousands): Three Months Ended Six Months Ended March 31, March 31, -------------------- ----------------- 2001 2000 2001 2000 ------------------------------------------- Income from discontinued operations $ - $ 3,325 $ - $ 10,396 Gain (loss) on disposition (139) - 396,190 - Income taxes (credits) (54) 1,461 145,388 4,384 -------------------------------------------- $ (85) $ 1,864 $ 250,802 $ 6,012 ============================================ The assets and liabilities of the Broadcast division consist of the following: March 31, 2001 --------------- (In Thousands) Assets: Accounts receivable, net $ 130 Property and equipment, net 377 Intangibles and other assets 59 -------------- 566 Liabilities 31 -------------- Net assets of discontinued operations $ 535 ==============
Note 7. Amortization of Intangibles Amortization of goodwill was $1,883,000 and $1,780,000 for the quarters ended March 31, 2001 and 2000, respectively, including approximately $700,000 in each period that is not deductible for income tax purposes. For the six months ended March 31, amortization of goodwill was $3,766,000 in 2001 and $3,560,000 in 2000, including approximately $1,400,000 in each period that is not deductible for income tax purposes.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Operations results are summarized below(dollars in thousands, except per share data): Three Months Ended Six Months Ended March 31, March 31, ------------------ ----------------- 2001 2000 2001 2000 ------------------------------------ Operating revenue $102,197 $100,973 $220,822 $209,660 Percent change 1.2% 4.6% 5.3% 3.3% Income before depreciation, amortization, interest and taxes (EBITDA) * 23,768 28,341 59,447 61,910 Percent change (16.1%) 4.4% (4.0%) 5.1% Operating income 15,586 21,030 43,235 47,387 Percent change (25.9%) 3.6% (8.8%) 4.6% Nonoperating income (expense), net 5,024 (2,367) 10,966 13,551 Income from continuing operations 13,141 11,737 34,156 38,133 Percent change 12.0% 6.6% (10.4%) 53.6% Earnings per share, continuing operations Basic $ 0.30 $ 0.27 $ 0.78 $ 0.86 Percent change 11.1% 8.0% (9.3%) 53.6% Diluted $ 0.30 $ 0.27 $ 0.78 $ 0.85 Percent change 11.1% 8.0% (8.2%) 54.5% * 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 the newspaper publishing industry. The computation excludes other nonoperating items which are primarily the gain on sale of businesses and losses related to Ad One, LLC.
QUARTER ENDED MARCH 31, 2001 Operating results consist of the following: Three Months Ended March 31, ----------------------------- 2001 2000 ----------------------------- (Dollars In Thousands) Advertising revenue: Retail advertising: Retail - "run-of-press" $ 25,060 $ 24,328 Retail - preprint and other 11,908 10,455 ----------------------------- Total retail advertising 36,968 34,783 Percent change 6.3% 1.5% National 2,560 2,400 Percent change 6.7% 4.0% Classified 22,819 23,394 Percent change (2.5%) 6.6% Other 1,530 1,463 Percent change 4.6% 14.7% Total advertising 63,877 62,040 Percent change 3.0% 3.7% Circulation revenue 19,729 19,972 Percent change (1.2%) (3.3%) Other revenue 17,273 17,003 Percent change 1.6% 18.8% The following advertising and circulation revenue results are presented exclusive of acquisitions and dispositions. Retail "run-of-press" advertising is advertising by merchants in the local community which is printed in the newspaper, rather than "preprints", which are printed separately by the Company or others inserted into the newspaper. Retail revenue decreased $(184,000), (.8%) in 2001. Total revenue realized from retail and national merchants includes preprints, which have lower-priced, higher-volume distribution rates. Preprint revenue decreased $(156,000), (1.6) in 2001. Classified advertising revenue decreased approximately $(1,155,000), (5.0%) in 2001, primarily in the employment and automotive categories. In 2001, total advertising revenue decreased $(1,422,000), (2.3%). In 2001, circulation revenue decreased $(1,044,000), (5.3%) in part due to one less Sunday in the quarter.
Other revenue consists of revenue from commercial printing, products, and services delivered outside the newspaper (which include activities such as target marketing, special event production, and online services), and editorial service contracts with Madison Newspapers, Inc. Other revenue by category is as follows: Three Months Ended March 31, ---------------------------- 2001 2000 ----------------------------- (In Thousands) Commercial printing $ 6,317 $ 6,751 ----------------------------- New revenue: Niche publications 4,163 3,767 Internet/online 1,399 688 Other 2,824 3,225 ----------------------------- Total new revenue 8,386 7,680 ----------------------------- Editorial service contracts 2,570 2,572 ----------------------------- $17,273 $17,003 ============================= In 2001 exclusive of acquisitions and dispositions, other revenue increased $7,000. Commercial printing decreased by $(508,000), (9.2%) due to reductions of the volume of material printed by customers. Niche publications revenue increased $863,000, 27.5% with the introduction of new products. Internet/online revenue increased $310,000, 45.3% due to growth in advertising revenue. Other revenue declined $(656,000), (19.4%) primarily due to a decline in target marketing and events revenues. The following table sets forth the percentage of revenue of certain items: Three Months Ended March 31, ---------------------------- 2001 2000 ---------------------------- Revenue 100.0% 100.0% ---------------------------- Compensation costs 41.2 38.7 Newsprint and ink 9.9 9.1 Other operating expenses 26.7 25.6 ---------------------------- 77.8 73.4 ---------------------------- Income before depreciation, amortization, interest and taxes 22.2 26.6 Depreciation and amortization 8.1 7.4 ---------------------------- Operating margin wholly-owned properties 14.1% 19.2% ============================ Exclusive of the effects of acquisitions and dispositions, in 2001 costs other than depreciation and amortization increased $2,111,000, 3.0%. Compensation expense increased $1,244,000, 3.3% due primarily to increases in benefit costs, additional sales people to drive local ad revenue, and one-time costs related to workforce reductions. Newsprint and ink costs increased $557,000, 6.5%, as the result of a price increase offset in part by conservation efforts, page width reductions, and lower advertising and circulation volumes which decreased consumption by 9.1%. Other operating costs, exclusive of depreciation and amortization, increased $310,000, 1.3%.
NONOPERATING INCOME AND INCOME TAXES Interest on deferred compensation arrangements for executives and others is offset by financial income earned on the invested funds held in trust. Financial income and interest expense decreased by $(246,000) in 2001 as a result of these arrangements. Financial income increased $7,822,000 due primarily to income earned on invested proceeds from the sale of its broadcast properties which contributed approximately $.11 per share to net income. In 2001, other nonoperating income, net consists primarily of losses related to its 6.3% interest in Ad One, LLC, a provider of integrated online classified solutions for the newspaper industry. In 2000, other nonoperating income, net consists primarily of gain from the sale of publishing properties and losses related to Ad One, LLC. Income taxes were 36.2% and 37.1% of pretax income from continuing operations for the quarters ended March 31, 2001 and 2000, respectively. Income taxes were reduced in 2001 due to a lower state income tax rate. SIX MONTHS ENDED MARCH 31, 2000 Operating results consist of the following: Six Months Ended March 31, ----------------------------- 2001 2000 ----------------------------- (Dollars In Thousands) Advertising revenue: Retail advertising: Retail - "run-of-press" $ 57,302 $ 54,337 Retail - preprint and other 28,692 23,939 --------------------------- Total retail advertising 85,994 78,276 Percent change 9.9% (0.1%) National 5,614 4,624 Percent change 21.4% 8.4% Classified 46,948 46,514 Percent change 0.9% 5.6% Other 3,006 2,759 Percent change 9.0% 10.2% Total advertising 141,562 132,173 Percent change 7.1% 2.3% Circulation revenue 40,902 40,184 Percent change 1.8% (3.5%) Other revenue 34,474 33,055 Percent change 4.3% 16.9% The following advertising and circulation revenue results are presented exclusive of acquisitions and dispositions. Retail "run-of-press" advertising is advertising by merchants in the local community which is printed in the newspaper, rather than "preprints", which are printed separately by the Company or others inserted into the newspaper. Retail revenue increased $635,000, 1.2% in 2001, primarily attributable to increased spending by advertisers which was offset by a shift to preprint advertising.
Total revenue realized from retail and national merchants includes preprints, which have lower-priced, higher-volume distribution rates. Preprint revenue increased $1,003,000, 4.6% in 2001. Classified advertising revenue decreased approximately $(899,000), (1.9%) in 2001, primarily in the employment and automotive categories partially offset by an increase in real estate advertising. In 2001, total advertising revenue increased $1,844,000, 1.4%. In 2001, circulation revenue decreased $(996,000), (2.5%) due primarily to a reduction in volume. Other revenue consists of revenue from commercial printing, products and services delivered outside the newspaper (which include activities such as target marketing, special event production, and online services), and editorial service contracts with Madison Newspapers, Inc. Other revenue by category is as follows: Six Months Ended March 31, -------------------------------- 2001 2000 -------------------------------- (In Thousands) Commercial printing $ 13,474 $ 13,161 -------------------------------- New revenue: Niche publications 7,595 6,479 Internet/online 2,692 1,317 Other 5,824 7,230 -------------------------------- Total new revenue 16,111 15,026 -------------------------------- Editorial service contracts 4,889 4,868 -------------------------------- $ 34,474 $ 33,055 ================================ In 2001 exclusive of acquisitions and dispositions, other revenue increased $454,000. Commercial printing decreased by $(555,000), (5.0%) due to reductions of the volume of materials printed by customers. Niche publications revenue increased $1,728,000, 30.3% with the introduction of new products. Internet/online revenue increased $623,000, 47.4% due to growth in advertising revenue. Other revenue declined $(1,363,000), (19.5%) primarily due to a decline in target marketing and events revenues.
The following table sets forth the percentage of revenue of certain items in the publishing operations. Six Months Ended March 31, ---------------- 2001 2000 ---------------- Revenue 100.0% 100.0% ---------------- Compensation costs 39.2 38.0 Newsprint and ink 9.7 8.8 Other operating expenses 25.5 25.2 ---------------- 74.4 72.0 ---------------- Income before depreciation, amortization, interest and taxes 25.6 28.0 Depreciation and amortization 7.5 7.1 ---------------- Operating margin wholly-owned properties 18.1% 20.9% ================ Exclusive of the effects of acquisitions and dispositions, in 2001 costs other than depreciation and amortization increased $5,428,000, 3.8%. Compensation expense increased $2,741,000, 3.6% due primarily to an increase in average compensation rates, benefit costs, additional sales people to drive local ad revenue, and one-time costs related to workforce reductions. Newsprint and ink costs increased $2,038,000, 11.8%, as a result of price increases offset in part by conservation efforts, page width reductions, and lower advertising and circulation volumes which reduced consumption by 7.6%. Other operating costs, exclusive of depreciation and amortization, increased $649,000, 1.3%. NONOPERATING INCOME AND INCOME TAXES Interest on deferred compensation arrangements for executives and others is offset by financial income earned on the invested funds held in trust. Financial income and interest expense decreased by $(376,000) in 2001, as a result of these arrangements. Financial income increased $16,279,000 due primarily to income earned on invested proceeds from the sale of its broadcast properties. In 2001, other nonoperating income, net consists primarily of losses related to its 6.3% interest in Ad One, LLC, a provider of integrated online classified solutions for the newspaper industry. In 2000, other nonoperating income, net consists primarily of gain from the sale of publishing properties and losses related to Ad One, LLC. Income taxes were 37.0% and 37.4% of pretax income from continuing operations for the six months ended March 31, 2001 and 2000, respectively. Income taxes were reduced in 2001 due to a lower state income tax rate. LIQUIDITY AND CAPITAL RESOURCES Cash provided by operations excluding the provision for payment of income taxes arising from the sale of its broadcast properties was $44,844,000. The Company anticipates that funds necessary for capital expenditures and other requirements will be available from internally generated funds and the net after-tax proceeds from the sale of its Broadcast properties. Under the terms of its senior note agreement, the Company will be required to repay the outstanding balance of $173,400,000 on October 1, 2001 unless the Company reinvests the net proceeds of the sale of its broadcast properties in operating assets of the Company or obtains a waiver of that provision of the agreement. Other covenants under these agreements are not considered restrictive to normal operations or anticipated stockholder dividends.
SAFE HARBOR STATEMENT The Private Securities Litigation Reform Act of 1995 provides a "Safe Harbor" for forward-looking statements. This report contains certain information which may be deemed forward-looking that is based largely on the Company's 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 uncertainties are changes in advertising demand, newsprint prices, interest rates, regulatory rulings, 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. The Company does not undertake to publicly update or revise its forward-looking statements.
LEE ENTERPRISES, INCORPORATED PART II. OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders (a) The annual meeting of the Company was held on January 23, 2001. (b) Mary E. Junck, Andrew E. Newman, and Gordon D. Prichett were re-elected directors for three-year terms expiring at the 2004 annual meeting. J.P. Guerin was re-elected as a director for a one-year term expiring at the 2002 annual meeting. Directors whose terms of office continued after the meeting include: Rance E. Crain, Richard D. Gottlieb, Phyllis Sewell, William E. Mayer, Mark Vittert, and Gregory P. Schermer. (c) Votes were cast, all by proxy, for nominees for director as follows: Vote For Withheld ------------------------------------------ Mary E. Junck 105,947,054 2,786,394 Andrew E. Newman 105,970,326 2,763,122 Gordon D. Prichett 105,935,734 2,797,714 J.P. Guerin 105,970,863 2,762,585 Abstentions and broker non-votes were not significant. (d) Not applicable. Item 6. Exhibits and Reports on Form 8-K (a) Exhibit 3(ii) Amended and restated bylaws (b) The following reports on Form 8-K were filed during the three months ended March 31, 2001. Date of Report: January 18, 2001 Item 5. The Company announced plans to sell its remaining broadcast property, KMAZ-TV in EL Paso, Texas to Council Tree Hispanic Broadcasters, L.L.C. Date of Report: March 20, 2001 Item 9.The Company issued February 2001 revenue summary and assessment.
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 /s/ G.C. Wahlig DATE 4/02/01 - ---------------------------------------- --------------------------- G. C. Wahlig, Vice President of Finance, Interim Chief Financial Officer, and Chief Accounting Officer