|
Delaware
|
42-0823980
|
(State of incorporation)
|
(I.R.S. Employer Identification No.)
|
Title of Each Class
|
Name of Each Exchange On Which Registered
|
Securities registered pursuant to Section 12(b) of the Act:
|
|
Common Stock - $0.01 par value
|
New York Stock Exchange
|
Preferred Share Purchase Rights
|
New York Stock Exchange
|
|
TABLE OF CONTENTS
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PAGE
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Part I
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Item 1
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Item 1A
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Item 1B
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Item 2
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Item 3
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Item 4
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Mine Safety Disclosures
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Part II
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Item 5
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Item 6
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Item 7
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Item 7A
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Item 8
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Item 9
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Item 9A
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Item 9B
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Part III
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Item 10
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Item 11
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Item 12
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Item 13
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Item 14
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Principal Accounting Fees and Services
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Part IV
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Item 15
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•
|
46 daily and 34 Sunday newspapers with print and digital subscribers totaling
0.8 million
and
1.2 million
, respectively, for the 13 weeks ended
September 25, 2016
. We estimate that more than three million people read our printed daily newspapers each day.
|
•
|
Nearly 300 weekly newspapers and classified and niche publications.
|
Source:
|
Lee Enterprises Audience Report, Thoroughbred Research. January-June 2012-2016.
|
Markets:
|
11 largest markets in 2012-2016.
|
Margin of Error:
|
Total sample +/- 1.2%, Total digital sample +/- 1.3%
|
|
|
|
Average Units
(1)
|
|
|
|||
Newspaper
|
Primary Website
|
Location
|
Daily
(2)
|
|
|
Sunday
|
|
|
|
|
|
|
|
|
|
||
St. Louis Post-Dispatch
(3)
|
stltoday.com
|
St. Louis, MO
|
113,990
|
|
|
385,690
|
|
|
Arizona Daily Star
(5) (3)
|
azstarnet.com
|
Tucson, AZ
|
53,593
|
|
|
105,839
|
|
|
Capital Newspapers
(4)
|
|
|
|
|
|
|
||
Wisconsin State Journal
|
madison.com
|
Madison, WI
|
61,785
|
|
|
80,900
|
|
|
Daily Citizen
|
wiscnews.com/bdc
|
Beaver Dam, WI
|
5,883
|
|
|
—
|
|
|
Portage Daily Register
|
wiscnews.com/pdr
|
Portage, WI
|
3,023
|
|
|
—
|
|
|
Baraboo News Republic
|
wiscnews.com/bnr
|
Baraboo, WI
|
2,624
|
|
|
—
|
|
|
The Times
|
nwitimes.com
|
Munster, Valparaiso, and Crown Point, IN
|
58,026
|
|
|
67,773
|
|
|
Central Illinois Newspaper Group
|
|
|
|
|
|
|
||
The Pantagraph
(3)
|
pantagraph.com
|
Bloomington, IL
|
24,608
|
|
|
28,585
|
|
|
Herald & Review
|
herald-review.com
|
Decatur & Mattoon/Charleston, IL
|
29,734
|
|
|
22,903
|
|
|
Lincoln Group
|
|
|
|
|
|
|
||
Lincoln Journal Star
|
journalstar.com
|
Lincoln, NE
|
42,821
|
|
|
49,394
|
|
|
Columbus Telegram
|
columbustelegram.com
|
Columbus, NE
|
4,796
|
|
|
—
|
|
|
Fremont Tribune
|
fremonttribune.com
|
Fremont, NE
|
4,698
|
|
|
—
|
|
|
Beatrice Daily Sun
|
beatricedailysun.com
|
Beatrice, NE
|
3,352
|
|
|
—
|
|
|
Quad-City Times
|
qctimes.com
|
Davenport & Muscatine, IA
|
38,939
|
|
|
37,473
|
|
|
River Valley Newspaper Group
|
|
|
|
|
|
|
||
La Crosse Tribune
|
lacrossetribune.com
|
La Crosse, WI
|
19,252
|
|
|
26,083
|
|
|
Winona Daily News
|
winonadailynews.com
|
Winona, MN
|
6,705
|
|
|
7,681
|
|
|
The Chippewa Herald
|
chippewa.com
|
Chippewa Falls, WI
|
3,501
|
|
|
3,448
|
|
|
Billings Gazette
|
billingsgazette.com
|
Billings, MT
|
28,741
|
|
|
32,627
|
|
|
The Courier
|
wcfcourier.com
|
Waterloo and Cedar Falls, IA
|
33,913
|
|
|
31,708
|
|
|
Sioux City Journal
|
siouxcityjournal.com
|
Sioux City, IA
|
23,350
|
|
|
26,092
|
|
|
The Bismarck Tribune
|
bismarcktribune.com
|
Bismarck, ND
|
21,192
|
|
|
24,214
|
|
|
The Post-Star
|
poststar.com
|
Glens Falls, NY
|
18,942
|
|
|
24,127
|
|
|
Missoula Group
|
|
|
|
|
|
|
||
Missoulian
|
missoulian.com
|
Missoula, MT
|
17,627
|
|
|
20,876
|
|
|
Ravalli Republic
|
ravallinews.com
|
Hamilton, MT
|
2,411
|
|
(6)
|
2,239
|
|
(6)
|
The Southern Illinoisan
|
thesouthern.com
|
Carbondale, IL
|
14,096
|
|
|
22,060
|
|
|
Rapid City Journal
|
rapidcityjournal.com
|
Rapid City, SD
|
17,596
|
|
|
21,560
|
|
|
Helena/Butte Group
|
|
|
|
|
|
|
||
Independent Record
|
helenair.com
|
Helena, MT
|
11,275
|
|
|
11,613
|
|
|
The Montana Standard
|
mtstandard.com
|
Butte, MT
|
9,204
|
|
|
9,278
|
|
|
The Journal Times
|
journaltimes.com
|
Racine, WI
|
18,396
|
|
|
20,758
|
|
|
Mid-Valley News Group
|
|
|
|
|
|
|
||
Albany Democrat-Herald
|
democratherald.com
|
Albany, OR
|
9,599
|
|
|
9,770
|
|
|
Corvallis Gazette-Times
|
gazettetimes.com
|
Corvallis, OR
|
8,014
|
|
|
7,904
|
|
|
Casper Star-Tribune
|
trib.com
|
Casper, WY
|
14,913
|
|
|
15,921
|
|
|
(1)
|
Source: AAM:
September 2016 Quarterly Executive Summary Data Report, u
nless otherwise noted.
|
(2)
|
Not all newspapers are published Monday through Saturday
|
(3)
|
Owned by Pulitzer, Inc.
|
(4)
|
Owned by MNI.
|
(5)
|
Owned by Star Publishing and published through TNI.
|
(6)
|
Source: Company statistics.
|
Name
|
Age
|
Service
With The
Company
|
Named
To Current
Position
|
Current Position
|
|
|
|
|
|
Mary E. Junck
|
69
|
June 1999
|
February 2016
|
Executive Chairman
|
|
|
|
|
|
Kevin D. Mowbray
|
54
|
September 1986
|
February 2016
|
President and Chief Executive Officer
|
|
|
|
|
|
Nathan E. Bekke
|
47
|
January 1992
|
February 2015
|
Vice President - Consumer Sales and Marketing
|
|
|
|
|
|
Paul M. Farrell
|
61
|
October 2013
|
October 2015
|
Vice President - Sales and Marketing
|
|
|
|
|
|
Robert P. Fleck
|
54
|
May 2016
|
May 2016
|
Vice President - Business Development
|
|
|
|
|
|
Suzanna M. Frank
|
46
|
December 2003
|
March 2008
|
Vice President - Audience
|
|
|
|
|
|
Astrid J. Garcia
|
66
|
December 2006
|
December 2013
|
Vice President - Human Resources
|
|
|
|
|
|
James A. Green
|
50
|
March 2013
|
March 2013
|
Vice President - Digital
|
|
|
|
|
|
Michael R. Gulledge
|
56
|
October 1982
|
October 2015
|
Vice President - Advertising Sales Leadership
|
|
|
|
|
|
John M. Humenik
|
53
|
December 1998
|
February 2015
|
Vice President - News
|
|
|
|
|
|
Ronald A. Mayo
|
55
|
May 2015
|
June 2015
|
Vice President - Chief Financial Officer and Treasurer
|
|
|
|
|
|
Michele Fennelly White
|
54
|
June 1994
|
June 2011
|
Vice President - Information Technology and Chief Information Officer
|
•
|
$400,000,000
aggregate principal amount of
9.5%
Senior Secured Notes (the “Notes”) due March 2022, pursuant to an Indenture dated as of March 31, 2014 (the “Indenture”), of which
$385,000,000
is currently outstanding as of
September 25, 2016
;
|
•
|
$250,000,000
first lien term loan (the "1st Lien Term Loan") due March 2019 and
$40,000,000
revolving facility (the "Revolving Facility") under a First Lien Credit Agreement dated as of March 31, 2014 (together, the “1
st
Lien Credit Facility”), of which
$101,304,000
is outstanding at
September 25, 2016
; and
|
•
|
$150,000,000
12.0%
second lien term loan under a Second Lien Loan Agreement dated as of March 31, 2014 (the “ 2
nd
Lien Term Loan”) due December 2022, of which
$130,863,000
is outstanding at
September 25, 2016
.
|
•
|
Continue to increase digital audiences;
|
•
|
Attract advertisers to our digital platforms;
|
•
|
Maintain or increase the advertising rates on our digital platforms;
|
•
|
|
•
|
Exploit new and existing technologies to distinguish our products and services from those of competitors and develop new content, products and services;
|
•
|
Invest funds and resources in digital opportunities; and
|
•
|
Partner with, or use services from, providers that can assist us in effectively growing our digital business.
|
•
|
Create digital content that is useful and attractive to audiences in our markets.
|
•
|
Continuing training of our sales force to more effectively sell digital advertising, combined digital and print advertising packages versus our historical print advertising business;
|
•
|
Attracting and retaining employees with skill sets and the knowledge base needed to successfully operate our digital business; and
|
•
|
Managing the transition to a digital business from a historically print-focused business.
|
(Square Feet)
|
Owned
|
|
Leased
|
|
|
|
|
||
PD LLC
|
665,000
|
|
2,500
|
|
Suburban Journals
|
9,000
|
|
4,000
|
|
|
September 30
|
|
|||||||||||||||
(Dollars)
|
2011
|
|
|
2012
|
|
|
2013
|
|
|
2014
|
|
|
2015
|
|
|
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Lee Enterprises, Incorporated
|
100.00
|
|
|
189.74
|
|
|
338.46
|
|
|
433.33
|
|
|
266.67
|
|
|
480.77
|
|
Peer Group Index
|
100.00
|
|
|
163.87
|
|
|
216.20
|
|
|
208.59
|
|
|
198.19
|
|
|
211.93
|
|
S&P 500 Stock Index
|
100.00
|
|
|
130.20
|
|
|
155.39
|
|
|
186.05
|
|
|
184.91
|
|
|
213.44
|
|
(Thousands of Dollars and Shares, Except Per Common Share Data)
|
2016
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
OPERATING RESULTS
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|||||
Operating revenue
|
614,364
|
|
|
648,543
|
|
|
660,877
|
|
|
677,774
|
|
|
709,580
|
|
Operating expenses, excluding depreciation, amortization, and impairment of intangible and other assets
|
476,413
|
|
|
501,760
|
|
|
505,822
|
|
|
517,047
|
|
|
546,863
|
|
Depreciation and amortization
|
43,441
|
|
|
45,563
|
|
|
48,511
|
|
|
55,527
|
|
|
65,191
|
|
Loss (gain) on sales of assets, net
|
(3,139
|
)
|
|
106
|
|
|
(1,338
|
)
|
|
110
|
|
|
(52
|
)
|
Impairment of intangible and other assets
(2)
|
2,185
|
|
|
—
|
|
|
2,980
|
|
|
171,094
|
|
|
1,388
|
|
Equity in earnings of associated companies
|
8,533
|
|
|
8,254
|
|
|
8,297
|
|
|
8,685
|
|
|
7,231
|
|
Operating income (loss)
|
103,997
|
|
|
109,368
|
|
|
113,199
|
|
|
(57,319
|
)
|
|
103,421
|
|
Financial income
|
400
|
|
|
337
|
|
|
385
|
|
|
300
|
|
|
236
|
|
Interest expense
|
(64,233
|
)
|
|
(72,409
|
)
|
|
(79,724
|
)
|
|
(89,447
|
)
|
|
(83,078
|
)
|
Debt financing and administration costs
|
(5,947
|
)
|
|
(5,433
|
)
|
|
(22,927
|
)
|
|
(646
|
)
|
|
(2,823
|
)
|
Gain on insurance settlement
|
30,646
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Other, net
|
(6,668
|
)
|
|
6,049
|
|
|
3,028
|
|
|
7,889
|
|
|
(2,533
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||
Income (loss) from continuing operations
|
36,019
|
|
|
24,318
|
|
|
7,671
|
|
|
(76,478
|
)
|
|
(13,381
|
)
|
Discontinued operations, net of income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,246
|
)
|
|
(2,918
|
)
|
Net income (loss)
|
36,019
|
|
|
24,318
|
|
|
7,671
|
|
|
(77,724
|
)
|
|
(16,299
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||
Income (loss) attributable to Lee Enterprises, Incorporated
|
34,961
|
|
|
23,316
|
|
|
6,795
|
|
|
(78,317
|
)
|
|
(16,698
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||
Income (loss) from continuing operations attributable to Lee Enterprises, Incorporated
|
34,961
|
|
|
23,316
|
|
|
6,795
|
|
|
(77,071
|
)
|
|
(13,780
|
)
|
|
|
|
|
|
|
|
||||||||
EARNINGS (LOSS) PER COMMON SHARE
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|||||
Basic:
|
|
|
|
|
|
|
|
|
|
|||||
Continuing operations
|
0.66
|
|
|
0.44
|
|
|
0.13
|
|
|
(1.49
|
)
|
|
(0.28
|
)
|
Discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.02
|
)
|
|
(0.06
|
)
|
|
0.66
|
|
|
0.44
|
|
|
0.13
|
|
|
(1.51
|
)
|
|
(0.34
|
)
|
|
|
|
||||||||||||
Diluted:
|
|
|
|
|
|
|
|
|
|
|||||
Continuing operations
|
0.64
|
|
|
0.43
|
|
|
0.13
|
|
|
(1.49
|
)
|
|
(0.28
|
)
|
Discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.02
|
)
|
|
(0.06
|
)
|
|
0.64
|
|
|
0.43
|
|
|
0.13
|
|
|
(1.51
|
)
|
|
(0.34
|
)
|
|
|
|
||||||||||||
Weighted average common shares:
|
|
|
|
|
|
|
|
|
|
|||||
Basic
|
53,198
|
|
|
52,640
|
|
|
52,273
|
|
|
51,833
|
|
|
49,261
|
|
Diluted
|
54,224
|
|
|
53,931
|
|
|
53,736
|
|
|
51,833
|
|
|
49,261
|
|
|
|
|
||||||||||||
BALANCE SHEET INFORMATION
(End of Year)
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|||||
Total assets
|
689,126
|
|
|
747,825
|
|
|
811,275
|
|
|
827,705
|
|
|
1,061,136
|
|
Debt, including current maturities
(3)
|
617,167
|
|
|
725,872
|
|
|
804,750
|
|
|
847,500
|
|
|
945,850
|
|
Debt, net of cash and restricted cash
(3)
|
600,183
|
|
|
714,738
|
|
|
787,605
|
|
|
829,938
|
|
|
931,930
|
|
Stockholders' deficit
|
(128,485
|
)
|
|
(159,393
|
)
|
|
(178,253
|
)
|
|
(170,350
|
)
|
|
(114,633
|
)
|
(1
|
)
|
2012 includes 53 weeks of business operations. All other years include 52 weeks.
|
(2
|
)
|
The Company recorded pretax, non-cash impairment charges to reduce the carrying value of assets as follows:
|
(Thousands of Dollars)
|
2016
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
2012
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Continuing operations:
|
|
|
|
|
|
|
|
|
|
|||||
Goodwill
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Non-amortized intangible assets
|
818
|
|
|
—
|
|
|
1,936
|
|
|
1,567
|
|
|
—
|
|
Amortizable intangible assets
|
—
|
|
|
—
|
|
|
—
|
|
|
169,041
|
|
|
—
|
|
Property, equipment and other assets
|
1,367
|
|
|
—
|
|
|
1,044
|
|
|
486
|
|
|
1,388
|
|
|
2,185
|
|
|
—
|
|
|
2,980
|
|
|
171,094
|
|
|
1,388
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,606
|
|
(3
|
)
|
Principal amount of debt, excluding fair value adjustments. See Note 4 of the Notes to Consolidated Financial Statements, included herein.
|
|
(Thousands of Dollars)
|
2016
|
|
2015
|
|
2014
|
|
|
|
|
|
|||
Net Income
|
36,019
|
|
24,318
|
|
7,671
|
|
Adjusted to exclude
|
|
|
|
|||
Income tax expense
|
22,176
|
|
13,594
|
|
6,290
|
|
Non-operating expenses, net
|
45,802
|
|
71,456
|
|
99,238
|
|
Equity in earnings of TNI and MNI
|
(8,533
|
)
|
(8,254
|
)
|
(8,297
|
)
|
Loss (gain) on sale of assets, net
|
(3,139
|
)
|
106
|
|
(1,338
|
)
|
Impairment of intangible and other assets
|
2,185
|
|
—
|
|
2,980
|
|
Depreciation and amortization
|
43,441
|
|
45,563
|
|
48,511
|
|
Workforce adjustments
|
1,825
|
|
3,304
|
|
1,265
|
|
Stock compensation
|
2,306
|
|
1,971
|
|
1,481
|
|
Add:
|
|
|
|
|||
Ownership share of TNI and MNI EBITDA (50%)
|
11,705
|
|
11,246
|
|
11,236
|
|
Adjusted EBITDA
|
153,787
|
|
163,304
|
|
169,037
|
|
(Thousands of Dollars)
|
2016
|
|
|
2015
|
|
|
2014
|
|
|
|
|
|
|
|
|||
Continuing operations:
|
|
|
|
|
|
|||
Non-amortized intangible assets
|
818
|
|
|
—
|
|
|
1,936
|
|
Property, equipment and other assets
|
1,367
|
|
|
—
|
|
|
1,044
|
|
|
2,185
|
|
|
—
|
|
|
2,980
|
|
(Thousands of Dollars and Shares, Except Per Share Data)
|
2016
|
|
|
2015
|
|
|
Percent Change
|
|
|
|
|
|
|
|
|||
Advertising and marketing services revenue:
|
|
|
|
|
|
|||
Retail
|
239,136
|
|
|
262,079
|
|
|
(8.8
|
)
|
Classified
|
100,582
|
|
|
116,480
|
|
|
(13.6
|
)
|
National
|
22,114
|
|
|
22,422
|
|
|
(1.4
|
)
|
Niche publications and other
|
11,631
|
|
|
11,118
|
|
|
4.6
|
|
Total advertising and marketing services revenue
|
373,463
|
|
|
412,099
|
|
|
(9.4
|
)
|
Subscription
|
194,002
|
|
|
194,474
|
|
|
(0.2
|
)
|
Digital services
|
14,240
|
|
|
12,522
|
|
|
13.7
|
|
Commercial printing
|
12,269
|
|
|
11,875
|
|
|
3.3
|
|
Other
|
20,390
|
|
|
17,573
|
|
|
16.0
|
|
Total operating revenue
|
614,364
|
|
|
648,543
|
|
|
(5.3
|
)
|
Compensation
|
229,752
|
|
|
239,028
|
|
|
(3.9
|
)
|
Newsprint and ink
|
26,110
|
|
|
30,263
|
|
|
(13.7
|
)
|
Other operating expenses
|
218,726
|
|
|
229,165
|
|
|
(4.6
|
)
|
Workforce adjustments
|
1,825
|
|
|
3,304
|
|
|
(44.8
|
)
|
Cash costs
|
476,413
|
|
|
501,760
|
|
|
(5.1
|
)
|
|
137,951
|
|
|
146,783
|
|
|
(6.0
|
)
|
Depreciation
|
17,291
|
|
|
18,418
|
|
|
(6.1
|
)
|
Amortization
|
26,150
|
|
|
27,145
|
|
|
(3.7
|
)
|
Loss (gain) on sales of assets, net
|
(3,139
|
)
|
|
106
|
|
|
NM
|
|
Impairment of intangible and other assets
|
2,185
|
|
|
—
|
|
|
NM
|
|
Equity in earnings of associated companies
|
8,533
|
|
|
8,254
|
|
|
3.4
|
|
Operating income
|
103,997
|
|
|
109,368
|
|
|
(4.9
|
)
|
Non-operating expense, net
|
(45,802
|
)
|
|
(71,456
|
)
|
|
(35.9
|
)
|
Income from continuing operations before income taxes
|
58,195
|
|
|
37,912
|
|
|
53.5
|
|
Income tax expense
|
22,176
|
|
|
13,594
|
|
|
63.1
|
|
Net income
|
36,019
|
|
|
24,318
|
|
|
48.1
|
|
Net income attributable to non-controlling interests
|
(1,058
|
)
|
|
(1,002
|
)
|
|
5.6
|
|
Income attributable to Lee Enterprises, Incorporated
|
34,961
|
|
|
23,316
|
|
|
49.9
|
|
Other comprehensive loss, net
|
(6,503
|
)
|
|
(6,445
|
)
|
|
0.9
|
|
Comprehensive income (loss) attributable to Lee Enterprises, Incorporated
|
28,458
|
|
|
16,871
|
|
|
68.7
|
|
|
|
|
|
|
|
|||
Earnings per common share:
|
|
|
|
|
|
|||
Basic
|
0.66
|
|
|
0.44
|
|
|
47.7
|
|
Diluted
|
0.64
|
|
|
0.43
|
|
|
48.8
|
|
|
2016
|
|
2015
|
|
||||
(Thousands of Dollars, Except Per Share Data)
|
Amount
|
|
Per Share
|
|
Amount
|
|
Per Share
|
|
|
|
|
||||||
Income attributable to Lee Enterprises, Incorporated, as reported
|
34,961
|
|
0.64
|
|
23,316
|
|
0.43
|
|
Adjustments:
|
|
|
|
|
||||
Warrants fair value adjustment
|
7,519
|
|
|
(6,568
|
)
|
|
||
Gain on insurance settlement
|
(30,646
|
)
|
|
—
|
|
|
||
|
(23,127
|
)
|
|
(6,568
|
)
|
|
||
Income tax effect of adjustments, net
|
10,726
|
|
|
—
|
|
|
||
|
(12,401
|
)
|
(0.23
|
)
|
(6,568
|
)
|
(0.12
|
)
|
Income attributable to Lee Enterprises, Incorporated, as adjusted
|
22,560
|
|
0.42
|
|
16,748
|
|
0.31
|
|
(Thousands of Dollars and Shares, Except Per Share Data)
|
2015
|
|
|
2014
|
|
|
Percent Change
|
|
|
|
|
|
|
|
|||
Advertising and marketing services revenue:
|
|
|
|
|
|
|||
Retail
|
262,079
|
|
|
282,044
|
|
|
(7.1
|
)
|
Classified
|
116,480
|
|
|
126,277
|
|
|
(7.8
|
)
|
National
|
22,422
|
|
|
24,867
|
|
|
(9.8
|
)
|
Niche publications and other
|
11,118
|
|
|
10,059
|
|
|
10.5
|
|
Total advertising and marketing services revenue
|
412,099
|
|
|
443,247
|
|
|
(7.0
|
)
|
Subscription
|
194,474
|
|
|
176,826
|
|
|
10.0
|
|
Digital services
|
12,522
|
|
|
10,181
|
|
|
23.0
|
|
Commercial printing
|
11,875
|
|
|
12,050
|
|
|
(1.5
|
)
|
Other
|
17,573
|
|
|
18,573
|
|
|
(5.4
|
)
|
Total operating revenue
|
648,543
|
|
|
660,877
|
|
|
(1.9
|
)
|
Compensation
|
239,028
|
|
|
243,054
|
|
|
(1.7
|
)
|
Newsprint and ink
|
30,263
|
|
|
37,994
|
|
|
(20.3
|
)
|
Other operating expenses
|
229,165
|
|
|
223,509
|
|
|
2.5
|
|
Workforce adjustments
|
3,304
|
|
|
1,265
|
|
|
NM
|
|
Cash costs
|
501,760
|
|
|
505,822
|
|
|
(0.8
|
)
|
|
146,783
|
|
|
155,055
|
|
|
(5.3
|
)
|
Depreciation
|
18,418
|
|
|
20,920
|
|
|
(12.0
|
)
|
Amortization
|
27,145
|
|
|
27,591
|
|
|
(1.6
|
)
|
Loss (gain) on sales of assets, net
|
106
|
|
|
(1,338
|
)
|
|
NM
|
|
Impairment of intangible and other assets
|
—
|
|
|
2,980
|
|
|
NM
|
|
Equity in earnings of associated companies
|
8,254
|
|
|
8,297
|
|
|
(0.5
|
)
|
Operating income
|
109,368
|
|
|
113,199
|
|
|
(3.4
|
)
|
Non-operating expense, net
|
(71,456
|
)
|
|
(99,238
|
)
|
|
(28.0
|
)
|
Income from continuing operations before income taxes
|
37,912
|
|
|
13,961
|
|
|
NM
|
|
Income tax expense
|
13,594
|
|
|
6,290
|
|
|
NM
|
|
Net income
|
24,318
|
|
|
7,671
|
|
|
NM
|
|
Net income attributable to non-controlling interests
|
(1,002
|
)
|
|
(876
|
)
|
|
14.4
|
|
Income attributable to Lee Enterprises, Incorporated
|
23,316
|
|
|
6,795
|
|
|
NM
|
|
Other comprehensive loss, net
|
(6,445
|
)
|
|
(17,497
|
)
|
|
(63.2
|
)
|
Comprehensive income (loss) attributable to Lee Enterprises, Incorporated
|
16,871
|
|
|
(10,702
|
)
|
|
NM
|
|
|
|
|
|
|
|
|||
Earnings per common share:
|
|
|
|
|
|
|||
Basic
|
0.44
|
|
|
0.13
|
|
|
NM
|
|
Diluted
|
0.43
|
|
|
0.13
|
|
|
NM
|
|
(Thousands of Dollars)
|
2015
|
|
2014
|
|
Percent
Change
|
|
|
|
|
|
|||
Subscription revenue, as reported
|
194,474
|
|
176,826
|
|
10.0
|
|
Adjustment for subscription-related expense reclassification
|
(18,300
|
)
|
(6,707
|
)
|
NM
|
|
Subscription revenue, as adjusted
|
176,174
|
|
170,119
|
|
3.6
|
|
|
|
|
|
|||
Total operating revenue, as reported
|
648,543
|
|
660,877
|
|
(1.9
|
)
|
Adjustment for subscription-related expense reclassification
|
(18,300
|
)
|
(6,707
|
)
|
NM
|
|
Total operating revenue, as adjusted
|
630,243
|
|
654,170
|
|
(3.7
|
)
|
|
|
|
|
|||
Other cash costs, as reported
|
229,165
|
|
223,509
|
|
2.5
|
|
Adjustment for subscription-related expense reclassification
|
(18,300
|
)
|
(6,707
|
)
|
NM
|
|
Other cash costs, as adjusted
|
210,865
|
|
216,802
|
|
(2.7
|
)
|
|
|
|
|
|||
Total cash costs excluding workforce adjustments
|
498,456
|
|
504,557
|
|
(1.2
|
)
|
Adjustment for subscription-related expense reclassification
|
(18,300
|
)
|
(6,707
|
)
|
NM
|
|
Total cash cost excluding workforce adjustments, as adjusted
|
480,156
|
|
497,850
|
|
(3.6
|
)
|
|
|
|
|
|||
Total cash costs, as reported
|
501,760
|
|
505,822
|
|
(0.8
|
)
|
Adjustment for subscription-related expense reclassification
|
(18,300
|
)
|
(6,707
|
)
|
NM
|
|
Total cash costs, as adjusted
|
483,460
|
|
499,115
|
|
(3.1
|
)
|
|
2015
|
|
2014
|
|
||||
(Thousands of Dollars, Except Per Share Data)
|
Amount
|
|
Per Share
|
|
Amount
|
|
Per Share
|
|
|
|
|
||||||
Income attributable to Lee Enterprises, Incorporated, as reported
|
23,316
|
|
0.43
|
|
6,795
|
|
0.13
|
|
Adjustments:
|
|
|
|
|
||||
Warrants fair value adjustment
|
(6,568
|
)
|
|
(6,122
|
)
|
|
||
Expenses related to the 2014 Refinancing
|
—
|
|
|
20,591
|
|
|
||
|
10,180
|
|
|
14,469
|
|
|
||
Income tax effect of adjustments, net
|
—
|
|
|
(7,380
|
)
|
|
||
|
10,180
|
|
(0.12
|
)
|
7,089
|
|
0.13
|
|
Income attributable to Lee Enterprises, Incorporated, as adjusted
|
16,748
|
|
0.31
|
|
13,884
|
|
0.26
|
|
|
|
|
Interest Rates
(%)
|
||
(Thousands of Dollars)
|
September 25
2016 |
|
September 27
2015 |
|
September 25
2016 |
|
|
|
|
||
Revolving Facility
|
—
|
|
—
|
|
5.65
|
1st Lien Term Loan
|
101,304
|
|
180,872
|
|
7.25
|
Notes
|
385,000
|
|
400,000
|
|
9.50
|
2
nd
Lien Term Loan
|
130,863
|
|
145,000
|
|
12.00
|
|
617,167
|
|
725,872
|
|
|
Less current maturities of long-term debt
|
25,070
|
|
25,000
|
|
|
Total long-term debt
|
592,097
|
|
700,872
|
|
|
(Thousands of Dollars)
|
Payments (or Commitments) Due
(Years)
|
|
||||||||||||
Nature of Obligation
|
Total
|
|
|
Less
Than 1
|
|
|
1-3
|
|
|
3-5
|
|
|
More
Than 5
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Debt
(Principal Amount)
(1)
|
617,167
|
|
|
25,070
|
|
|
76,234
|
|
|
—
|
|
|
515,863
|
|
Interest expense
(2)(3)
|
300,960
|
|
|
58,490
|
|
|
110,457
|
|
|
104,557
|
|
|
27,456
|
|
Operating lease obligations
|
12,392
|
|
|
3,065
|
|
|
3,918
|
|
|
1,633
|
|
|
3,776
|
|
Capital expenditure commitments
|
479
|
|
|
479
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
930,998
|
|
|
87,104
|
|
|
190,609
|
|
|
106,190
|
|
|
547,095
|
|
(1)
|
Maturities of long-term debt are limited to mandatory payments and, accordingly, exclude excess cash flow, asset sale and other payments under the 1st Lien Credit Facility, Notes and the 2nd Lien Term Loan. While excess cash flow payments are based on actual performance, we expect to make substantial voluntary and excess cash flow payments on the debt currently outstanding, in the next five years. See Note 5 of the Notes to the Consolidated Financial Statements, included herein.
|
(2)
|
Interest expense includes an estimate of interest expense for the Notes, 1st Lien Credit Facility, and 2nd Lien Term Loan until their maturities in March 2022, March 2019, and December 2022, respectively. Interest expense under the Notes is estimated using the 9.5% contractual rate applied to the outstanding balance as reduced by future contractual maturities of such debt. Interest expense under the 1st Lien Term Loan is estimated based on the 30 day minimum LIBOR level of 1.0% as increased by our applicable margin of 6.25% applied to the outstanding balance, as reduced by future contractual maturities of such debt. Interest expense under the Revolving Facility is estimated based on the current 30 day LIBOR level as increased by our applicable margin of 5.5% applied to the outstanding balance, as reduced by future contractual maturities of such debt. Interest expense under the 2nd Lien Term Loan is estimated using the 12.0% contractual rate applied to the outstanding balance during each period. Changes in interest rates in excess of the minimum LIBOR level, use of borrowing rates not based on LIBOR, use of interest rate hedging instruments, and/or principal payments in excess of contractual maturities or based on other requirements of the Notes, 1st Lien Credit Facility or 2nd Lien Term Loan could significantly change this estimate. See Note 5 of the Notes to Consolidated Financial Statements, included herein.
|
(3)
|
Interest expense excludes non-cash present value adjustments and amortization of debt financing costs previously paid. See Note 5 of the Notes to Consolidated Financial Statements, included herein.
|
/s/ Kevin D. Mowbray
|
|
/s/ Ronald A. Mayo
|
Kevin D. Mowbray
|
|
Ronald A. Mayo
|
President and Chief Executive Officer
|
|
Vice President, Chief Financial Officer and Treasurer
|
(Principal Executive Officer)
|
|
(Principal Financial and Accounting Officer)
|
Signature
|
|
|
|
|
|
/s/ Richard R. Cole
|
|
Director
|
Richard R. Cole
|
|
|
|
|
|
/s/ Nancy S. Donovan
|
|
Director
|
Nancy S. Donovan
|
|
|
|
|
|
/s/ Leonard J. Elmore
|
|
Director
|
Leonard J. Elmore
|
|
|
|
|
|
/s/ Mary E. Junck
|
|
Executive Chairman and Director
|
Mary E. Junck
|
|
|
|
|
|
/s/ Brent Magid
|
|
Director
|
Brent Magid
|
|
|
|
|
|
/s/ William E. Mayer
|
|
Director
|
William E. Mayer
|
|
|
|
|
|
/s/ Herbert W. Moloney III
|
|
Director
|
Herbert W. Moloney III
|
|
|
|
|
|
/s/ Kevin D. Mowbray
|
|
President and Chief Executive Officer, and Director
|
Kevin D. Mowbray
|
|
|
|
|
|
/s/ Gregory P. Schermer
|
|
Director
|
Gregory P. Schermer
|
|
|
|
|
|
/s/ Ronald A. Mayo
|
|
Vice President, Chief Financial Officer and Treasurer
|
Ronald A. Mayo
|
|
|
CONSOLIDATED FINANCIAL STATEMENTS
|
PAGE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Thousands of Dollars, Except Per Common Share Data)
|
2016
|
|
|
2015
|
|
|
2014
|
|
|
|
|
|
|
|
|
||
Operating revenue:
|
|
|
|
|
|
|||
Advertising and marketing services
|
373,463
|
|
|
412,099
|
|
|
443,247
|
|
Subscription
|
194,002
|
|
|
194,474
|
|
|
176,826
|
|
Other
|
46,899
|
|
|
41,970
|
|
|
40,804
|
|
Total operating revenue
|
614,364
|
|
|
648,543
|
|
|
660,877
|
|
Operating expenses:
|
|
|
|
|
|
|||
Compensation
|
229,752
|
|
|
239,028
|
|
|
243,054
|
|
Newsprint and ink
|
26,110
|
|
|
30,263
|
|
|
37,994
|
|
Other operating expenses
|
218,726
|
|
|
229,165
|
|
|
223,509
|
|
Depreciation
|
17,291
|
|
|
18,418
|
|
|
20,920
|
|
Amortization of intangible assets
|
26,150
|
|
|
27,145
|
|
|
27,591
|
|
Impairment of intangible and other assets
|
2,185
|
|
|
—
|
|
|
2,980
|
|
Loss (gain) on sales of assets, net
|
(3,139
|
)
|
|
106
|
|
|
(1,338
|
)
|
Workforce adjustments
|
1,825
|
|
|
3,304
|
|
|
1,265
|
|
Total operating expenses
|
518,900
|
|
|
547,429
|
|
|
555,975
|
|
Equity in earnings of associated companies
|
8,533
|
|
|
8,254
|
|
|
8,297
|
|
Operating income
|
103,997
|
|
|
109,368
|
|
|
113,199
|
|
Non-operating income (expense):
|
|
|
|
|
|
|||
Financial income
|
400
|
|
|
337
|
|
|
385
|
|
Interest expense
|
(64,233
|
)
|
|
(72,409
|
)
|
|
(79,724
|
)
|
Debt financing and administrative costs
|
(5,947
|
)
|
|
(5,433
|
)
|
|
(22,927
|
)
|
Gain on insurance settlement
|
30,646
|
|
|
—
|
|
|
—
|
|
Other, net
|
(6,668
|
)
|
|
6,049
|
|
|
3,028
|
|
Total non-operating expense, net
|
(45,802
|
)
|
|
(71,456
|
)
|
|
(99,238
|
)
|
Income before income taxes
|
58,195
|
|
|
37,912
|
|
|
13,961
|
|
Income tax expense
|
22,176
|
|
|
13,594
|
|
|
6,290
|
|
Net income
|
36,019
|
|
|
24,318
|
|
|
7,671
|
|
Net income attributable to non-controlling interests
|
(1,058
|
)
|
|
(1,002
|
)
|
|
(876
|
)
|
Income attributable to Lee Enterprises, Incorporated
|
34,961
|
|
|
23,316
|
|
|
6,795
|
|
Other comprehensive loss, net of income taxes
|
(6,503
|
)
|
|
(6,445
|
)
|
|
(17,497
|
)
|
Comprehensive income (loss) attributable to Lee Enterprises, Incorporated
|
28,458
|
|
|
16,871
|
|
|
(10,702
|
)
|
|
|
|
|
|
|
|||
Earnings per common share:
|
|
|
|
|
|
|||
Basic:
|
0.66
|
|
|
0.44
|
|
|
0.13
|
|
Diluted:
|
0.64
|
|
|
0.43
|
|
|
0.13
|
|
(Thousands of Dollars)
|
September 25
2016 |
|
|
September 27
2015 |
|
|
|
|
|
||
ASSETS
|
|
|
|
||
|
|
|
|
||
Current assets:
|
|
|
|
||
Cash and cash equivalents
|
16,984
|
|
|
11,134
|
|
Accounts receivable, less allowance for doubtful accounts:
|
|
|
|
||
2016 $4,327; 2015 $4,194
|
51,334
|
|
|
58,899
|
|
Income taxes receivable
|
—
|
|
|
413
|
|
Inventories
|
4,252
|
|
|
3,914
|
|
Other
|
4,683
|
|
|
8,304
|
|
Total current assets
|
77,253
|
|
|
82,664
|
|
Investments:
|
|
|
|
||
Associated companies
|
29,716
|
|
|
35,069
|
|
Other
|
9,488
|
|
|
9,083
|
|
Total investments
|
39,204
|
|
|
44,152
|
|
Property and equipment:
|
|
|
|
||
Land and improvements
|
21,028
|
|
|
22,257
|
|
Buildings and improvements
|
174,164
|
|
|
179,731
|
|
Equipment
|
279,770
|
|
|
290,127
|
|
Construction in process
|
823
|
|
|
997
|
|
|
475,785
|
|
|
493,112
|
|
Less accumulated depreciation
|
347,223
|
|
|
349,343
|
|
Property and equipment, net
|
128,562
|
|
|
143,769
|
|
Goodwill
|
243,729
|
|
|
243,729
|
|
Other intangible assets, net
|
158,354
|
|
|
185,962
|
|
Medical plan assets, net
|
14,063
|
|
|
13,421
|
|
Other
|
27,961
|
|
|
34,128
|
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
Total assets
|
689,126
|
|
|
747,825
|
|
(Thousands of Dollars and Shares, Except Per Share Data)
|
September 25
2016 |
|
|
September 27
2015 |
|
|
|
|
|
||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
||
|
|
|
|
||
Current liabilities:
|
|
|
|
||
Current maturities of long-term debt
|
25,070
|
|
|
25,000
|
|
Accounts payable
|
18,143
|
|
|
20,113
|
|
Compensation and other accrued liabilities
|
23,884
|
|
|
27,055
|
|
Accrued interest
|
2,895
|
|
|
4,184
|
|
Income taxes payable
|
665
|
|
|
—
|
|
Unearned revenue
|
28,361
|
|
|
28,929
|
|
Total current liabilities
|
99,018
|
|
|
105,281
|
|
Long-term debt, net of current maturities
|
592,097
|
|
|
700,872
|
|
Pension obligations
|
55,148
|
|
|
52,522
|
|
Postretirement and postemployment benefit obligations
|
10,717
|
|
|
11,060
|
|
Deferred income taxes
|
38,308
|
|
|
22,137
|
|
Income taxes payable
|
5,016
|
|
|
4,856
|
|
Warrants and other
|
16,363
|
|
|
9,680
|
|
Total liabilities
|
816,667
|
|
|
906,408
|
|
Equity (deficit):
|
|
|
|
||
Stockholders' equity (deficit):
|
|
|
|
||
Serial convertible preferred stock, no par value; authorized 500 shares; none issued
|
—
|
|
|
—
|
|
Common Stock, authorized 120,000 shares; issued and outstanding:
|
558
|
|
|
547
|
|
September 25, 2016; 55,771 shares; $0.01 par value
|
|
|
|
||
September 27, 2015; 54,679 shares; $0.01 par value
|
|
|
|
||
Class B Common Stock, $2 par value; authorized 30,000 shares; none issued
|
—
|
|
|
—
|
|
Additional paid-in capital
|
249,740
|
|
|
247,302
|
|
Accumulated deficit
|
(356,005
|
)
|
|
(390,966
|
)
|
Accumulated other comprehensive loss
|
(22,778
|
)
|
|
(16,276
|
)
|
Total stockholders' deficit
|
(128,485
|
)
|
|
(159,393
|
)
|
Non-controlling interests
|
944
|
|
|
810
|
|
Total deficit
|
(127,541
|
)
|
|
(158,583
|
)
|
Total liabilities and deficit
|
689,126
|
|
|
747,825
|
|
|
Amount
|
|
Shares
|
||||||||||||||
(Thousands of Dollars and Shares)
|
2016
|
|
|
2015
|
|
|
2014
|
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Common Stock:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Balance, beginning of year
|
547
|
|
|
537
|
|
|
524
|
|
|
54,679
|
|
|
53,747
|
|
|
52,434
|
|
Shares issued
|
11
|
|
|
10
|
|
|
13
|
|
|
1,092
|
|
|
932
|
|
|
1,313
|
|
Balance, end of year
|
558
|
|
|
547
|
|
|
537
|
|
|
55,771
|
|
|
54,679
|
|
|
53,747
|
|
Additional paid-in capital:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Balance, beginning of year
|
247,302
|
|
|
245,323
|
|
|
242,537
|
|
|
|
|
|
|
|
|||
Stock compensation
|
2,306
|
|
|
1,971
|
|
|
1,481
|
|
|
|
|
|
|
|
|||
Shares issued
|
132
|
|
|
8
|
|
|
1,305
|
|
|
|
|
|
|
|
|||
Balance, end of year
|
249,740
|
|
|
247,302
|
|
|
245,323
|
|
|
|
|
|
|
|
|||
Accumulated deficit:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Balance, beginning of year
|
(390,966
|
)
|
|
(414,282
|
)
|
|
(421,077
|
)
|
|
|
|
|
|
|
|||
Net income
|
36,019
|
|
|
24,318
|
|
|
7,671
|
|
|
|
|
|
|
|
|||
Net income attributable to non-controlling interests
|
(1,058
|
)
|
|
(1,002
|
)
|
|
(876
|
)
|
|
|
|
|
|
|
|||
Balance, end of year
|
(356,005
|
)
|
|
(390,966
|
)
|
|
(414,282
|
)
|
|
|
|
|
|
|
|||
Accumulated other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Balance, beginning of year
|
(16,276
|
)
|
|
(9,831
|
)
|
|
7,666
|
|
|
|
|
|
|
|
|||
Change in pension and postretirement benefits
|
(11,001
|
)
|
|
(10,973
|
)
|
|
(29,591
|
)
|
|
|
|
|
|
|
|||
Deferred income taxes, net
|
4,499
|
|
|
4,528
|
|
|
12,094
|
|
|
|
|
|
|
|
|||
Balance, end of year
|
(22,778
|
)
|
|
(16,276
|
)
|
|
(9,831
|
)
|
|
|
|
|
|
|
|||
Total stockholders' deficit
|
(128,485
|
)
|
|
(159,393
|
)
|
|
(178,253
|
)
|
|
55,771
|
|
|
54,679
|
|
|
53,747
|
|
(Thousands of Dollars)
|
2016
|
|
|
2015
|
|
|
2014
|
|
|
|
|
|
|
|
|||
Cash provided by operating activities:
|
|
|
|
|
|
|||
Net income
|
36,019
|
|
|
24,318
|
|
|
7,671
|
|
Adjustments to reconcile income to net cash provided by operating activities:
|
|
|
|
|
|
|||
Depreciation and amortization
|
43,441
|
|
|
45,563
|
|
|
48,511
|
|
Net (gain) loss on sales of assets
|
(3,139
|
)
|
|
106
|
|
|
(1,338
|
)
|
Insurance settlement
|
(30,646
|
)
|
|
—
|
|
|
—
|
|
Impairment of intangible and other assets
|
2,185
|
|
|
—
|
|
|
2,980
|
|
Distributions greater than earnings of MNI
|
3,777
|
|
|
2,084
|
|
|
1,366
|
|
Stock compensation expense
|
2,306
|
|
|
1,971
|
|
|
1,481
|
|
Amortization of debt fair value adjustment
|
—
|
|
|
—
|
|
|
2,394
|
|
Deferred income tax expense
|
20,669
|
|
|
12,764
|
|
|
6,425
|
|
Debt financing and administrative costs
|
5,947
|
|
|
5,433
|
|
|
22,927
|
|
Gain on extinguishment of debt
|
(1,250
|
)
|
|
—
|
|
|
—
|
|
Pension contributions
|
(4,604
|
)
|
|
(3,577
|
)
|
|
(1,435
|
)
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|||
Decrease in receivables
|
6,933
|
|
|
3,444
|
|
|
872
|
|
Decrease in inventories and other
|
617
|
|
|
3,122
|
|
|
217
|
|
Decrease in accounts payable, compensation and other accrued liabilities and unearned revenue
|
(8,327
|
)
|
|
(9,587
|
)
|
|
(5,315
|
)
|
Decrease in pension, postretirement and postemployment benefit obligations
|
(4,757
|
)
|
|
(3,627
|
)
|
|
(4,643
|
)
|
Change in income taxes receivable or payable
|
1,238
|
|
|
(34
|
)
|
|
5,854
|
|
Other, net
|
8,781
|
|
|
(7,504
|
)
|
|
(5,892
|
)
|
Net cash provided by operating activities
|
79,190
|
|
|
74,476
|
|
|
82,075
|
|
Cash provided by (required for) investing activities:
|
|
|
|
|
|
|||
Purchases of property and equipment
|
(7,091
|
)
|
|
(9,707
|
)
|
|
(13,661
|
)
|
Decrease (increase) in restricted cash
|
—
|
|
|
441
|
|
|
(441
|
)
|
Insurance settlement
|
30,646
|
|
|
—
|
|
|
—
|
|
Proceeds from sales of assets
|
9,878
|
|
|
8,871
|
|
|
4,485
|
|
Distributions greater than earnings of TNI
|
1,575
|
|
|
637
|
|
|
333
|
|
Other, net
|
(500
|
)
|
|
(450
|
)
|
|
—
|
|
Net cash provided by (required for) investing activities
|
34,508
|
|
|
(208
|
)
|
|
(9,284
|
)
|
Cash provided by (required for) financing activities:
|
|
|
|
|
|
|||
Proceeds from long-term debt
|
5,000
|
|
|
5,000
|
|
|
805,000
|
|
Payments on long-term debt
|
(112,455
|
)
|
|
(83,878
|
)
|
|
(847,750
|
)
|
Debt financing and administrative costs paid
|
(422
|
)
|
|
(733
|
)
|
|
(31,587
|
)
|
Common stock transactions, net
|
29
|
|
|
(227
|
)
|
|
688
|
|
Net cash required for financing activities
|
(107,848
|
)
|
|
(79,838
|
)
|
|
(73,649
|
)
|
Net increase (decrease) in cash and cash equivalents
|
5,850
|
|
|
(5,570
|
)
|
|
(858
|
)
|
Cash and cash equivalents:
|
|
|
|
|
|
|||
Beginning of year
|
11,134
|
|
|
16,704
|
|
|
17,562
|
|
End of year
|
16,984
|
|
|
11,134
|
|
|
16,704
|
|
(Thousands of Dollars)
|
September 25 2016
|
|
|
September 27 2015
|
|
|
|
|
|
||
First-in, first-out
|
1,064
|
|
|
786
|
|
Last-in, first-out
|
1,627
|
|
|
1,547
|
|
|
2,691
|
|
|
2,333
|
|
|
Years
|
|
|
Buildings and improvements
|
5 - 54
|
Printing presses and insertion equipment
|
3 - 28
|
Other
|
3 - 17
|
|
Years
|
|
|
|
|
Customer lists
|
15 - 23
|
|
Newspaper subscriber lists
|
12 - 33
|
|
Non-compete and consulting agreements
|
15
|
|
(Thousands of Dollars)
|
September 25
2016 |
|
|
September 27
2015 |
|
|
|
|
|
||
ASSETS
|
|
|
|
||
|
|
|
|
||
Current assets
|
5,107
|
|
|
5,761
|
|
Investments and other assets
|
12
|
|
|
33
|
|
Total assets
|
5,119
|
|
|
5,794
|
|
|
|
|
|
||
LIABILITIES AND MEMBERS' EQUITY
|
|
|
|
||
|
|
|
|
||
Current liabilities
|
6,484
|
|
|
4,787
|
|
Members' equity
|
(1,365
|
)
|
|
1,007
|
|
Total liabilities and members' equity
|
5,119
|
|
|
5,794
|
|
(Thousands of Dollars)
|
2016
|
|
|
2015
|
|
|
2014
|
|
|
|
|
|
|
|
|||
Operating revenue
|
52,761
|
|
|
55,926
|
|
|
57,892
|
|
Operating expenses
|
41,804
|
|
|
45,413
|
|
|
47,229
|
|
Operating income
|
10,957
|
|
|
10,513
|
|
|
10,663
|
|
|
|
|
|
|
|
|||
Company's 50% share
|
5,478
|
|
|
5,256
|
|
|
5,331
|
|
Less amortization of intangible assets
|
418
|
|
|
418
|
|
|
418
|
|
Equity in earnings of TNI
|
5,060
|
|
|
4,838
|
|
|
4,913
|
|
(Thousands of Dollars)
|
September 25
2016 |
|
|
September 27
2015 |
|
|
|
|
|
||
ASSETS
|
|
|
|
||
|
|
|
|
||
Current assets
|
12,320
|
|
|
18,255
|
|
Investments and other assets
|
33,364
|
|
|
34,209
|
|
Total assets
|
45,684
|
|
|
52,464
|
|
|
|
|
|
||
LIABILITIES AND MEMBERS' EQUITY
|
|
|
|
||
|
|
|
|
||
Current liabilities
|
8,391
|
|
|
8,100
|
|
Other liabilities
|
9,500
|
|
|
9,235
|
|
Stockholders' equity
|
27,793
|
|
|
35,129
|
|
Total liabilities and stockholders' equity
|
45,684
|
|
|
52,464
|
|
(Thousands of Dollars)
|
2016
|
|
|
2015
|
|
|
2014
|
|
|
|
|
|
|
|
|||
Operating revenue
|
65,172
|
|
|
67,264
|
|
|
67,478
|
|
Operating expenses, excluding workforce adjustments, depreciation and amortization
|
52,646
|
|
|
54,795
|
|
|
55,393
|
|
Workforce adjustments
|
39
|
|
|
459
|
|
|
244
|
|
Depreciation and amortization
|
1,684
|
|
|
1,630
|
|
|
1,626
|
|
Operating income
|
10,803
|
|
|
10,380
|
|
|
10,215
|
|
Net income
|
6,947
|
|
|
6,832
|
|
|
6,768
|
|
Equity in earnings of MNI
|
3,473
|
|
|
3,416
|
|
|
3,384
|
|
(Thousands of Dollars)
|
2016
|
|
|
2015
|
|
|
|
|
|
||
Goodwill, gross amount
|
1,532,458
|
|
|
1,532,458
|
|
Accumulated impairment losses
|
(1,288,729
|
)
|
|
(1,288,729
|
)
|
Goodwill, end of year
|
243,729
|
|
|
243,729
|
|
(Thousands of Dollars)
|
September 25
2016 |
|
|
September 27
2015 |
|
|
|
|
|
||
Non-amortized intangible assets:
|
|
|
|
||
Mastheads
|
23,644
|
|
|
25,102
|
|
Amortizable intangible assets:
|
|
|
|
||
Customer and newspaper subscriber lists
|
687,182
|
|
|
687,182
|
|
Less accumulated amortization
|
552,472
|
|
|
526,322
|
|
|
134,710
|
|
|
160,860
|
|
Non-compete and consulting agreements
|
28,524
|
|
|
28,524
|
|
Less accumulated amortization
|
28,524
|
|
|
28,524
|
|
|
—
|
|
|
—
|
|
|
158,354
|
|
|
185,962
|
|
(Thousands of Dollars)
|
2016
|
|
|
2015
|
|
|
2014
|
|
|
|
|
|
|
|
|||
Continuing operations:
|
|
|
|
|
|
|||
Non-amortized intangible assets
|
818
|
|
|
—
|
|
|
1,936
|
|
Property, equipment and other assets
|
1,367
|
|
|
—
|
|
|
1,044
|
|
|
2,185
|
|
|
—
|
|
|
2,980
|
|
•
|
$400,000,000
aggregate principal amount of
9.5%
Senior Secured Notes (the “Notes”) due March 2022, pursuant to an Indenture dated as of March 31, 2014 (the “Indenture”).
|
•
|
$250,000,000
first lien term loan (the "1
st
Lien Term Loan") due March 2019 and
$40,000,000
revolving facility (the "Revolving Facility") under a First Lien Credit Agreement dated as of March 31, 2014 (together, the “1
st
Lien Credit Facility”).
|
•
|
$150,000,000
second lien term loan under a Second Lien Loan Agreement dated as of March 31, 2014 (the “ 2
nd
Lien Term Loan”) due December 2022 and bears interest at a fixed annual rate of
12.0%
.
|
Period Beginning
|
Percentage of Principal Amount
|
|
|
|
|
March 15, 2018
|
104.75
|
|
March 15, 2019
|
102.38
|
|
March 15, 2020
|
100.00
|
|
(Thousands of Dollars)
|
December 27
2015 |
|
March 27
2016 |
|
June 26
2016 |
|
September 25
2016 |
|
2016
|
|
|
|
|
|
|
|
|||||
Mandatory
|
6,250
|
|
6,250
|
|
6,250
|
|
6,250
|
|
25,000
|
|
Voluntary
|
5,000
|
|
27,000
|
|
3,000
|
|
6,000
|
|
41,000
|
|
Excess cash flow
|
—
|
|
1,135
|
|
6,441
|
|
5,992
|
|
13,568
|
|
|
11,250
|
|
34,385
|
|
15,691
|
|
18,242
|
|
79,568
|
|
For the Period Ending
(Thousands of Dollars)
|
Pulitzer Excess Cash Flow
|
Payment Date
|
Payment Amount
(not rejected)
|
|
|
|
|
|
|
September 27, 2015
|
5,143
|
Q1 2016
|
3,326
|
|
December 27, 2015
|
2,864
|
Q2 2016
|
1,867
|
|
March 27, 2016
|
2,730
|
Q3 2016
|
525
|
|
June 26, 2016
|
1,583
|
Q4 2016
|
299
|
|
|
|
|
Interest Rates
(%)
|
||
(Thousands of Dollars)
|
September 25
2016 |
|
September 27
2015 |
|
September 25
2016 |
|
|
|
|
||
Revolving Facility
|
—
|
|
—
|
|
5.65
|
1
st
Lien Term Loan
|
101,304
|
|
180,872
|
|
7.25
|
Notes
|
385,000
|
|
400,000
|
|
9.50
|
2
nd
Lien Term Loan
|
130,863
|
|
145,000
|
|
12.00
|
|
617,167
|
|
725,872
|
|
|
Less current maturities of long-term debt
|
25,070
|
|
25,000
|
|
|
Total long-term debt
|
592,097
|
|
700,872
|
|
|
(Thousands of Dollars)
|
2016
|
|
|
2015
|
|
|
2014
|
|
|
|
|
|
|
|
|||
Service cost for benefits earned during the year
|
197
|
|
|
232
|
|
|
156
|
|
Interest cost on projected benefit obligation
|
6,061
|
|
|
8,122
|
|
|
7,996
|
|
Expected return on plan assets
|
(8,698
|
)
|
|
(9,863
|
)
|
|
(9,932
|
)
|
Amortization of net loss
|
2,397
|
|
|
1,682
|
|
|
423
|
|
Amortization of prior service benefit
|
(136
|
)
|
|
(136
|
)
|
|
(136
|
)
|
Net periodic pension cost (benefit)
|
(179
|
)
|
|
37
|
|
|
(1,493
|
)
|
(Thousands of Dollars)
|
2016
|
|
|
2015
|
|
|
|
|
|
||
Benefit obligation, beginning of year
|
193,751
|
|
|
199,197
|
|
Service cost
|
197
|
|
|
232
|
|
Interest cost
|
6,061
|
|
|
8,122
|
|
Actuarial loss (gain)
|
13,630
|
|
|
(2,543
|
)
|
Benefits paid
|
(11,481
|
)
|
|
(11,257
|
)
|
Benefit obligation, end of year
|
202,158
|
|
|
193,751
|
|
Fair value of plan assets, beginning of year:
|
143,288
|
|
|
151,013
|
|
Actual return on plan assets
|
14,819
|
|
|
1,817
|
|
Benefits paid
|
(11,481
|
)
|
|
(11,257
|
)
|
Administrative expenses paid
|
(2,099
|
)
|
|
(1,862
|
)
|
Employer contributions
|
4,604
|
|
|
3,577
|
|
Fair value of plan assets, end of year
|
149,131
|
|
|
143,288
|
|
Funded status - benefit obligation in excess of plan assets
|
53,027
|
|
|
50,463
|
|
(Thousands of Dollars)
|
September 25
2016 |
|
|
September 27
2015 |
|
|
|
|
|
||
Pension obligations
|
53,027
|
|
|
50,463
|
|
Accumulated other comprehensive loss (before income taxes)
|
(54,862
|
)
|
|
(47,515
|
)
|
(Thousands of Dollars)
|
September 25
2016 |
|
|
September 27
2015 |
|
|
|
|
|
||
Unrecognized net actuarial loss
|
(55,241
|
)
|
|
(48,031
|
)
|
Unrecognized prior service benefit
|
379
|
|
|
516
|
|
|
(54,862
|
)
|
|
(47,515
|
)
|
(Percent)
|
September 25
2016 |
|
September 27
2015 |
|
|
|
|
Discount rate
|
3.5
|
|
4.2
|
(Percent)
|
2016
|
|
|
2015
|
|
|
2014
|
|
|
|
|
|
|
|
|||
Discount rate
|
4.2
|
|
|
4.2
|
|
|
4.7
|
|
Expected long-term return on plan assets
|
6.3
|
|
|
6.8
|
|
|
7.0
|
|
(Percent)
|
Policy Allocation
|
|
Actual Allocation
|
|
Asset Class
|
September 25 2016
|
|
September 25
2016 |
September 27
2015 |
|
|
|
|
|
Equity securities
|
50
|
|
50
|
46
|
Debt securities
|
35
|
|
33
|
37
|
TIPS
|
5
|
|
4
|
4
|
Hedge fund investments
|
10
|
|
11
|
11
|
Cash and cash equivalents
|
—
|
|
2
|
2
|
(Thousands of Dollars)
|
NAV
|
|
Level 1
|
|
Level 2
|
|
|
|
|
|
|||
Cash and cash equivalents
|
—
|
|
2,757
|
|
—
|
|
Domestic equity securities
|
—
|
|
9,669
|
|
49,809
|
|
International equity securities
|
—
|
|
6,773
|
|
7,755
|
|
TIPS
|
—
|
|
6,883
|
|
—
|
|
Debt securities
|
14,558
|
|
25,612
|
|
9,648
|
|
Hedge fund investments
|
17,531
|
|
—
|
|
—
|
|
(Thousands of Dollars)
|
NAV
|
|
Level 1
|
|
Level 2
|
|
|
|
|
|
|||
Cash and cash equivalents
|
—
|
|
2,407
|
|
—
|
|
Domestic equity securities
|
—
|
|
8,153
|
|
44,470
|
|
International equity securities
|
—
|
|
6,286
|
|
7,389
|
|
TIPS
|
—
|
|
6,450
|
|
—
|
|
Debt securities
|
17,246
|
|
31,196
|
|
4,124
|
|
Hedge fund investments
|
17,344
|
|
—
|
|
—
|
|
(Thousands of Dollars)
|
|
|
|
|
|
2017
|
11,803
|
|
2018
|
11,735
|
|
2019
|
11,757
|
|
2020
|
11,728
|
|
2021
|
11,735
|
|
2022-2026
|
58,487
|
|
(Thousands of Dollars)
|
2016
|
|
|
2015
|
|
|
2014
|
|
|
|
|
|
|
|
|||
Service cost for benefits earned during the year
|
63
|
|
|
76
|
|
|
596
|
|
Interest cost on projected benefit obligation
|
623
|
|
|
922
|
|
|
911
|
|
Expected return on plan assets
|
(1,322
|
)
|
|
(1,445
|
)
|
|
(1,483
|
)
|
Amortization of net actuarial gain
|
(1,093
|
)
|
|
(1,386
|
)
|
|
(1,819
|
)
|
Amortization of prior service benefit
|
(1,459
|
)
|
|
(1,459
|
)
|
|
(1,459
|
)
|
Net periodic postretirement benefit
|
(3,188
|
)
|
|
(3,292
|
)
|
|
(3,254
|
)
|
(Thousands of Dollars)
|
2016
|
|
|
2015
|
|
|
|
|
|
||
Benefit obligation, beginning of year
|
23,812
|
|
|
25,506
|
|
Service cost
|
63
|
|
|
76
|
|
Interest cost
|
623
|
|
|
922
|
|
Actuarial loss (gain)
|
(773
|
)
|
|
(1,149
|
)
|
Benefits paid, net of premiums received
|
(1,434
|
)
|
|
(1,541
|
)
|
Medicare Part D subsidies
|
220
|
|
|
(2
|
)
|
Benefit obligation, end of year
|
22,511
|
|
|
23,812
|
|
Fair value of plan assets, beginning of year
|
30,123
|
|
|
32,881
|
|
Actual return on plan assets
|
1,085
|
|
|
(547
|
)
|
Employer contributions
|
563
|
|
|
745
|
|
Benefits paid, net of premiums and Medicare Part D subsidies received
|
(1,213
|
)
|
|
(1,544
|
)
|
Benefits paid for active employees
|
(1,510
|
)
|
|
(1,412
|
)
|
Allocation to active medical plans
|
(4,925
|
)
|
|
—
|
|
Fair value of plan assets at measurement date
|
24,123
|
|
|
30,123
|
|
Funded status - benefit obligation less than plan assets
|
(1,612
|
)
|
|
(6,311
|
)
|
(Thousands of Dollars)
|
September 25
2016 |
|
|
September 27
2015 |
|
|
|
|
|
||
Non-current assets
|
9,138
|
|
|
13,420
|
|
Postretirement benefit obligations
|
7,527
|
|
|
7,109
|
|
Accumulated other comprehensive income (before income tax benefit)
|
19,026
|
|
|
22,551
|
|
(Thousands of Dollars)
|
September 25
2016 |
|
|
September 27
2015 |
|
|
|
|
|
||
Unrecognized net actuarial gain
|
11,089
|
|
|
13,155
|
|
Unrecognized prior service benefit
|
7,937
|
|
|
9,396
|
|
|
19,026
|
|
|
22,551
|
|
(Percent)
|
September 25
2016 |
|
September 27
2015 |
|
|
|
|
Discount rate
|
3.1
|
|
3.7
|
Expected long-term return on plan assets
|
4.5
|
|
4.5
|
(Percent)
|
2016
|
|
|
2015
|
|
|
2014
|
|
|
|
|
|
|
|
|||
Discount rate
|
3.7
|
|
|
3.7
|
|
|
4.0
|
|
Expected long-term return on plan assets
|
4.5
|
|
|
4.5
|
|
|
4.5
|
|
(Percent)
|
September 25
2016 |
|
September 27
2015 |
|
|
|
|
Health care cost trend rates
|
9.0
|
|
9.0
|
Rate to which the cost trend rate is assumed to decline (the “Ultimate Trend Rate”)
|
4.5
|
|
4.5
|
Year in which the rate reaches the Ultimate Trend Rate
|
2025
|
|
2025
|
|
One Percentage Point
|
|
|||
(Thousands of Dollars)
|
Increase
|
|
|
Decrease
|
|
|
|
|
|
||
Effect on net periodic postretirement benefit
|
20
|
|
|
(18
|
)
|
Effect on postretirement benefit obligation
|
697
|
|
|
(629
|
)
|
(Percent)
|
Policy Allocation
|
|
Actual Allocation
|
|
Asset Class
|
September 25 2016
|
|
September 25
2016 |
September 27
2015 |
|
|
|
|
|
Equity securities
|
20
|
|
22
|
19
|
Debt securities
|
70
|
|
65
|
68
|
Hedge fund investment
|
10
|
|
11
|
10
|
Cash and cash equivalents
|
—
|
|
2
|
3
|
(Thousands of Dollars)
|
NAV
|
|
Level 1
|
|
Level 2
|
|
|
|
|
|
|||
Cash and cash equivalents
|
—
|
|
518
|
|
—
|
|
Domestic equity securities
|
—
|
|
3,342
|
|
1,572
|
|
International equity securities
|
—
|
|
695
|
|
898
|
|
Debt securities
|
—
|
|
18,840
|
|
—
|
|
Hedge fund investment
|
3,182
|
|
—
|
|
—
|
|
(Thousands of Dollars)
|
NAV
|
|
Level 1
|
|
Level 2
|
|
|
|
|
|
|||
Cash and cash equivalents
|
—
|
|
790
|
|
—
|
|
Domestic equity securities
|
—
|
|
2,896
|
|
1,372
|
|
International equity securities
|
—
|
|
645
|
|
857
|
|
Debt securities
|
—
|
|
13,910
|
|
6,581
|
|
Hedge fund investment
|
3,072
|
|
—
|
|
—
|
|
(Thousands of Dollars)
|
Gross
Payments
|
|
|
Less
Medicare
Part D
Subsidy
|
|
|
Net
Payments
|
|
|
|
|
|
|
|
|||
2017
|
3,600
|
|
|
(200
|
)
|
|
3,400
|
|
2018
|
1,870
|
|
|
(210
|
)
|
|
1,660
|
|
2019
|
1,910
|
|
|
(210
|
)
|
|
1,700
|
|
2020
|
1,880
|
|
|
(210
|
)
|
|
1,670
|
|
2021
|
1,790
|
|
|
(200
|
)
|
|
1,590
|
|
2022-2026
|
7,910
|
|
|
(870
|
)
|
|
7,040
|
|
•
|
We do not manage the plan investments or any other aspect of plan administration;
|
•
|
Assets contributed to the multiemployer plan by one employer may be used to provide benefits to employees of other participating employers;
|
•
|
If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers; and
|
•
|
If we choose to stop participating in one or more multiemployer plans, we may be required to fund over time an amount based on the unfunded status of the plan at the time of withdrawal, referred to as "withdrawal liability".
|
(Thousands of Shares)
|
2016
|
|
|
2015
|
|
|
2014
|
|
|
|
|
|
|
|
|||
Under option, beginning of year
|
1,871
|
|
|
2,333
|
|
|
2,769
|
|
Granted
|
—
|
|
|
—
|
|
|
15
|
|
Exercised
|
(74
|
)
|
|
(289
|
)
|
|
(342
|
)
|
Canceled
|
(99
|
)
|
|
(173
|
)
|
|
(109
|
)
|
Under option, end of year
|
1,698
|
|
|
1,871
|
|
|
2,333
|
|
Exercisable, end of year
|
1,692
|
|
|
1,840
|
|
|
1,786
|
|
|
|
|
|
|
2014
|
|
|
|
|
|
|
|
|
Volatility
(Percent)
|
|
|
|
|
91
|
|
Risk-free interest rate
(Percent)
|
|
|
|
|
1.24
|
|
Expected term
(Years)
|
|
|
|
|
4.5
|
|
Estimated fair value
(Dollars)
|
|
|
|
|
2.02
|
|
(Dollars)
|
Options Outstanding
|
|
|
Options Exercisable
|
|
|||||||
Range of
Exercise
Prices
|
Number
Outstanding
(Thousands)
|
|
Weighted Average
Remaining Contractual
Life
(Years)
|
|
Weighted
Average
Exercise Price
|
|
|
Number
Exercisable
(Thousands)
|
|
|
Weighted
Average
Exercise Price
|
|
|
|
|
|
|
|
|
|
|
||||
1 - 5
|
1,659
|
|
4.5
|
|
1.80
|
|
|
1,653
|
|
|
1.80
|
|
25 - 50
|
39
|
|
0.1
|
|
28.72
|
|
|
39
|
|
|
28.72
|
|
|
1,698
|
|
4.4
|
|
2.42
|
|
|
1,692
|
|
|
2.42
|
|
(Thousands of Shares)
|
2016
|
|
|
2015
|
|
|
2014
|
|
|
|
|
|
|
|
|||
Outstanding, beginning of year
|
1,546
|
|
|
1,291
|
|
|
500
|
|
Granted
|
1,018
|
|
|
786
|
|
|
817
|
|
Vested
|
(63
|
)
|
|
(500
|
)
|
|
—
|
|
Forfeited
|
(39
|
)
|
|
(31
|
)
|
|
(26
|
)
|
Outstanding, end of year
|
2,462
|
|
|
1,546
|
|
|
1,291
|
|
(Thousands of Dollars)
|
2016
|
|
|
2015
|
|
|
2014
|
|
|
|
|
|
|
|
|||
Current:
|
|
|
|
|
|
|||
Federal
|
1,241
|
|
|
720
|
|
|
451
|
|
State
|
379
|
|
|
(92
|
)
|
|
(571
|
)
|
Deferred
|
20,556
|
|
|
12,966
|
|
|
6,410
|
|
|
22,176
|
|
|
13,594
|
|
|
6,290
|
|
(Percent of Income (Loss) Before Income Taxes)
|
2016
|
|
|
2015
|
|
|
2014
|
|
|
|
|
|
|
|
|||
Computed “expected” income tax expense (benefit)
|
35.0
|
|
|
35.0
|
|
|
35.0
|
|
State income tax expense (benefit), net of federal tax impact
|
3.8
|
|
|
(7.1
|
)
|
|
11.0
|
|
Net income of associated companies taxed at dividend rates
|
(2.6
|
)
|
|
(5.2
|
)
|
|
(9.3
|
)
|
Resolution of tax matters
|
3.2
|
|
|
0.5
|
|
|
3.6
|
|
Non-deductible expenses
|
1.0
|
|
|
2.8
|
|
|
7.9
|
|
Valuation allowance
|
(7.7
|
)
|
|
15.9
|
|
|
(4.5
|
)
|
Warrant valuation
|
5.0
|
|
|
(6.1
|
)
|
|
(15.1
|
)
|
CODI tax attribute reduction
|
—
|
|
|
—
|
|
|
18.3
|
|
Other
|
0.4
|
|
|
0.1
|
|
|
(1.8
|
)
|
|
38.1
|
|
|
35.9
|
|
|
45.1
|
|
(Thousands of Dollars)
|
September 25
2016 |
|
|
September 27
2015 |
|
|
|
|
|
||
Deferred income tax liabilities:
|
|
|
|
||
Property and equipment
|
(33,549
|
)
|
|
(35,593
|
)
|
Identified intangible assets
|
(43,745
|
)
|
|
(51,380
|
)
|
Long-term debt
|
(16,158
|
)
|
|
(15,176
|
)
|
|
(93,452
|
)
|
|
(102,149
|
)
|
Deferred income tax assets:
|
|
|
|
|
|
Investments
|
12,138
|
|
|
17,521
|
|
Accrued compensation
|
6,391
|
|
|
4,551
|
|
Allowance for doubtful accounts and losses on loans
|
1,273
|
|
|
1,184
|
|
Pension and postretirement benefits
|
6,505
|
|
|
5,719
|
|
Net operating loss carryforwards
|
52,604
|
|
|
81,228
|
|
Accrued expenses
|
577
|
|
|
572
|
|
Other
|
3,634
|
|
|
1,720
|
|
|
83,122
|
|
|
112,495
|
|
Valuation allowance
|
(27,978
|
)
|
|
(32,483
|
)
|
Net deferred income tax liabilities
|
(38,308
|
)
|
|
(22,137
|
)
|
(Thousands of Dollars)
|
2016
|
|
|
2015
|
|
|
|
|
|
||
Balance, beginning of year
|
11,799
|
|
|
13,520
|
|
Increases (decreases) in tax positions for prior years
|
46
|
|
|
(1,861
|
)
|
Increases in tax positions for the current year
|
1,600
|
|
|
1,098
|
|
Lapse in statute of limitations
|
(914
|
)
|
|
(958
|
)
|
Balance, end of year
|
12,531
|
|
|
11,799
|
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|
|
|
|
|
|
|||
Volatility
(Percent)
|
63
|
|
|
61
|
|
|
55
|
|
Risk-free interest rate
(Percent)
|
1.25
|
|
|
1.75
|
|
|
2.34
|
|
Expected term
(Years)
|
5.5
|
|
|
6.5
|
|
|
7.5
|
|
Estimated fair value
(Dollars)
|
1.96
|
|
|
0.71
|
|
|
1.80
|
|
(Thousands of Dollars and Shares, Except Per Common Share Data)
|
2016
|
|
|
2015
|
|
|
2014
|
|
|
|
|
|
|
|
|||
Income attributable to Lee Enterprises, Incorporated:
|
34,961
|
|
|
23,316
|
|
|
6,795
|
|
|
|
|
|
|
|
|||
Weighted average Common Stock
|
55,493
|
|
|
54,430
|
|
|
53,438
|
|
Less non-vested restricted Common Stock
|
(2,295
|
)
|
|
(1,790
|
)
|
|
(1,165
|
)
|
Basic average Common Stock
|
53,198
|
|
|
52,640
|
|
|
52,273
|
|
Dilutive stock options and restricted Common Stock
|
1,026
|
|
|
1,291
|
|
|
1,463
|
|
Diluted average Common Stock
|
54,224
|
|
|
53,931
|
|
|
53,736
|
|
Earnings per common share:
|
|
|
|
|
|
|||
Basic:
|
0.66
|
|
|
0.44
|
|
|
0.13
|
|
Diluted
|
0.64
|
|
|
0.43
|
|
|
0.13
|
|
(Thousands of Dollars)
|
2016
|
|
|
2015
|
|
|
2014
|
|
|
|
|
|
|
|
|||
Balance, beginning of year
|
4,194
|
|
|
4,526
|
|
|
4,501
|
|
Additions charged to expense
|
1,195
|
|
|
1,307
|
|
|
1,754
|
|
Deductions from reserves
|
(1,062
|
)
|
|
(1,639
|
)
|
|
(1,729
|
)
|
Balance, end of year
|
4,327
|
|
|
4,194
|
|
|
4,526
|
|
(Thousands of Dollars)
|
September 25
2016 |
|
|
September 27
2015 |
|
|
|
|
|
||
Compensation
|
12,290
|
|
|
12,454
|
|
Retirement plans
|
4,135
|
|
|
3,459
|
|
Other
|
7,459
|
|
|
11,142
|
|
|
23,884
|
|
|
27,055
|
|
(Thousands of Dollars)
|
2016
|
|
|
2015
|
|
|
2014
|
|
|
|
|
|
|
|
|||
Interest
|
65,410
|
|
|
72,937
|
|
|
81,363
|
|
Debt financing and reorganization costs
|
422
|
|
|
733
|
|
|
31,587
|
|
Income tax payments (refunds), net
|
269
|
|
|
485
|
|
|
(6,022
|
)
|
|
Quarter Ended
|
|
|||||||||
(Thousands of Dollars, Except Per Common Share Data)
|
December
|
|
|
March
|
|
|
June
|
|
|
September
|
|
|
|
|
|
|
|
|
|
||||
2016
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
||||
Operating revenue
|
168,405
|
|
|
146,835
|
|
|
150,946
|
|
|
148,178
|
|
|
|
|
|
|
|
|
|
||||
Net income
|
11,508
|
|
|
19,483
|
|
|
4,367
|
|
|
661
|
|
|
|
|
|
|
|
|
|
||||
Income attributable to Lee Enterprises, Incorporated
|
11,237
|
|
|
19,228
|
|
|
4,092
|
|
|
404
|
|
|
|
|
|
|
|
|
|
||||
Earnings per common share:
|
|
|
|
|
|
|
|
||||
Basic
|
0.21
|
|
|
0.36
|
|
|
0.08
|
|
|
0.01
|
|
Diluted
|
0.21
|
|
|
0.36
|
|
|
0.08
|
|
|
0.01
|
|
|
|
|
|
|
|
|
|
||||
2015
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
||||
Operating revenue
|
177,210
|
|
|
156,557
|
|
|
158,677
|
|
|
156,099
|
|
|
|
|
|
|
|
|
|
||||
Net income
|
10,007
|
|
|
2,042
|
|
|
2,135
|
|
|
10,134
|
|
|
|
|
|
|
|
|
|
||||
Income attributable to Lee Enterprises, Incorporated
|
9,753
|
|
|
1,800
|
|
|
1,882
|
|
|
9,881
|
|
|
|
|
|
|
|
|
|
||||
Earnings (loss) per common share:
|
|
|
|
|
|
|
|
||||
Basic
|
0.19
|
|
|
0.03
|
|
|
0.04
|
|
|
0.18
|
|
Diluted
|
0.18
|
|
|
0.03
|
|
|
0.03
|
|
|
0.18
|
|
Number
|
Description
|
|
|
3.1 *
|
Amended and Restated Certificate of Incorporation of Lee Enterprises, Incorporated effective as of January 30, 2012 (Exhibit 3.1 to Form 8-K filed on February 3, 2012)
|
|
|
3.2 *
|
Amended and Restated By-Laws of Lee Enterprises, Incorporated effective as of February 17, 2016 (Exhibit 3.1 to Form 8-K filed February 23, 2016)
|
|
|
4.1 *
|
The description of the Lee Enterprises, Incorporated’s (the “Company”) preferred stock purchase rights contained in its report on Form 8-K, filed on May 7, 1998, and related Rights Agreement, dated as of May 7, 1998 (“Rights Agreement”), between the Company and The First Chicago Trust Company of New York (“First Chicago”), as amended by Amendment No. 1 to the Rights Agreement dated January 1, 2008 between the Company and Wells Fargo Bank, N.A. (as successor rights agent to First Chicago) contained in the Company's report on Form 8-K filed on January 11, 2008 as Exhibit 4.2, and the related form of Certificate of Designation of the Preferred Stock as Exhibit A, the form of Rights Certificate as Exhibit B and the Summary of Rights as Exhibit C, included as Exhibit 1.1 to the Company's registration statement on Form 8-A filed on May 26, 1998 (File No. 1-6227), as supplemented by Form 8-A/A, Amendment No. 1, filed on January 11, 2008.
|
|
|
4.2 *
|
Indenture dated as of March 31, 2014 among Lee Enterprises, Incorporated, certain subsidiaries from time to time parties thereto, U.S. Bank National Association, as Trustee, and Deutsche Bank Trust Company Americas, as Collateral Agent (Exhibit 4.1 to Form 8-K filed on April 4, 2014)
|
|
|
4.3 *
|
Warrant Agreement dated as of March 31, 2014 between Lee Enterprises, Incorporated and Wells Fargo Bank, National Association (Exhibit 4.2 to Form 8-K filed on April 4, 2014)
|
|
|
4.4 *
|
Registration Rights Agreement dated as of March 31, 2014 among Lee Enterprises, Incorporated, Mudrick Capital Management, LP, Hawkeye Capital Management, LLC, Cohanzick Management, LLC, Aristeia Capital, L.L.C., CVC Credit Partners, LLC, Franklin Mutual Advisors, LLC and Wingspan Master Fund, LP (Exhibit 4.3 to Form 8-K filed on April 4, 2014)
|
|
|
10.1 *
|
Purchase Agreement dated March 21, 2014 among Lee Enterprises, Incorporated, certain subsidiaries party thereto from time to time, U.S. Bank National Association, as Trustee, and Deutsche Bank Trust Company Americas, as Collateral Agent, involving a $400,000,000 aggregate principal amount of 9.5% Senior Secured Notes, pursuant to an Indenture dated as of March 31, 2014 (Exhibit 10.1 to Form 8-K filed on March 27, 2014)
|
|
|
10.2 *
|
Joinder Agreement dated as of June 25, 2015, made by each Subsidiary Guarantor a party thereto in favor of U.S. Bank National Association, as Trustee and Deutsche Bank Trust Company Americas, as collateral agent (Exhibit 10.1 to Form 8-K filed on July 1, 2015)
|
|
|
10.3 *
|
First Lien Credit Agreement dated as of March 31, 2014 among Lee Enterprises, Incorporated, the Lenders from time to time parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, and JPMorgan Securities LLC and Deutsche Bank Securities Inc., as Joint Lead Arrangers and as Joint Bookrunners (Exhibit 10.1 to Form 8-K filed on April 4, 2014)
|
|
|
10.4 *
|
Second Lien Loan Agreement dated as of March 31, 2014 among Lee Enterprises, Incorporated, the Lenders from time to time parties thereto, Wilmington Trust, National Association, as Administrative Agent and Collateral Agent, and JPMorgan Securities LLC and Deutsche Bank Securities Inc., as Joint Lead Arrangers and as Joint Bookrunners (Exhibit 10.2 to Form 8-K filed on April 4, 2014)
|
|
|
10.5 *
|
Security Agreement dated as of March 31, 2014 among Lee Enterprises, Incorporated, the Subsidiary Guarantors and Deutsche Bank Trust Company Americas, as Collateral Agent (Exhibit 10.3 to Form 8-K filed on April 4, 2014)
|
|
|
10.6 *
|
Pari Passu Intercreditor Agreement dated as of March 31, 2014 among Lee Enterprises, Incorporated, the other Grantors from time to time parties thereto, JPMorgan Chase Bank, N.A., U.S. Bank National Association and Deutsche Bank Trust Company Americas (Exhibit 10.4 to Form 8-K filed on April 4, 2014)
|
Number
|
Description
|
|
|
10.7 *
|
Joinder Agreement dated as of June 25, 2015, made by each Subsidiary Guarantor a party thereto in favor of JPMorgan Chase Bank, N.A., as collateral agent for the benefit of the Secured Creditors referred to in the First Lien Guarantee and Collateral Agreement dated as of March 31, 2014 referred to therein (Exhibit 10.2 to Form 8-K filed on July 1, 2015)
|
|
|
10.8 *
|
Pulitzer Pari Passu Intercreditor Agreement dated as of June 25, 2015 among Lee Enterprises, Incorporated, the other Grantors party thereto, JPMorgan Chase Bank, N.A., U.S. Bank National Association and Deutsche Bank Trust Company Americas (Exhibit 10.3 to Form 8-K filed on July 1, 2015)
|
|
|
10.9 *
|
Junior Intercreditor Agreement dated as of March 31, 2014 among Lee Enterprises, Incorporated, the other Grantors from time to time parties thereto, JPMorgan Chase Bank, N.A., U.S. Bank National Association, Deutsche Bank Trust Company Americas and Wilmington Trust, National Association (Exhibit 10.5 to Form 8-K filed on April 4, 2014)
|
|
|
10.10 *
|
Pulitzer Junior Intercreditor Agreement dated as of June 25, 2015 among Lee Enterprises, Incorporated, the other Grantors party hereto, JPMorgan Chase Bank, N.A., U.S. Bank National Association, Deutsche Bank Trust Company Americas and Wilmington Trust, National Association (Exhibit 10.4 to Form 8-K filed on July 1, 2015)
|
|
|
10.11 *
|
First Lien Guarantee and Collateral Agreement dated as of March 31, 2014 among Lee Enterprises, Incorporated, the Subsidiary Guarantors and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent (Exhibit 10.6 to Form 8-K filed on April 4, 2014)
|
|
|
10.12 *
|
Intercompany Subordination Agreement dated as of March 31, 2014 among Lee Enterprises, Incorporated, the Subsidiary Guarantors, Pulitzer, Pulitzer Subsidiaries and JPMorgan Chase Bank, N.A. (Exhibit 10.7 to Form 8-K filed on April 4, 2014)
|
|
|
10.13*
|
Second Lien Guarantee and Collateral Agreement dated as of March 31, 2014 among Lee Enterprises, Incorporated, the Subsidiary Guarantors, Pulitzer, Pulitzer Subsidiaries and Wilmington Trust, National Association, as Administrative Agent and Collateral Agent (Exhibit 10.8 to Form 8-K filed on April 4, 2014)
|
|
|
10.14 *
|
Second Amendment to Intercreditor Agreement dated as of March 31, 2014 among Lee Enterprises, Incorporated, The Bank of New York Mellon Trust Company, N.A., Wilmington Trust, National Association, Pulitzer and the Pulitzer Subsidiaries (Exhibit 10.9 to Form 8-K filed on April 4, 2014)
|
|
|
10.15 *
|
Intercompany Subordination Agreement dated as of March 31, 2014 among Lee Enterprises, Incorporated, the Subsidiary Guarantors, Pulitzer, Pulitzer Subsidiaries and Wilmington Trust, National Association (Exhibit 10.10 to Form 8-K filed on April 4, 2014)
|
|
|
10.16 *
|
Operating Agreement of St. Louis Post-Dispatch LLC, dated as of May 1, 2000, as amended by Amendment No. 1 to Operating Agreement of St. Louis Post-Dispatch LLC, dated as of June 1, 2001 (Exhibit 10.5 to Form 10-Q for the Fiscal Quarter Ended June 30, 2005)
|
|
|
10.17*
|
Amendment Number Two to Operating Agreement of St. Louis Post-Dispatch LLC, effective February 18, 2009, between Pulitzer Inc. and Pulitzer Technologies, Inc. (Exhibit 10.13 to Form 10-Q for the Fiscal Quarter Ended March 29, 2009)
|
|
|
10.18*
|
Amended and Restated Joint Operating Agreement, dated December 22, 1988, between Star Publishing Company and Citizen Publishing Company (Exhibit 10.2 to Form 10-Q for the Fiscal Quarter Ended June 30, 2005)
|
|
|
10.19*
|
Amended and Restated Partnership Agreement, dated as of November 30, 2009, between Star Publishing Company and Citizen Publishing Company (Exhibit 10.2 to Form 10-Q for the Fiscal Quarter Ended December 27, 2009)
|
|
|
10.20*
|
Amended and Restated Management Agreement, dated as of November 30, 2009, between Star Publishing Company and Citizen Publishing Company (Exhibit 10.1 to Form 10-Q for the Fiscal Quarter Ended December 27, 2009)
|
|
|
10.21*
|
License Agreement (Star), as amended and restated November 30, 2009, between Star Publishing Company and TNI Partners (Exhibit 10.3 to Form 10-Q for the Fiscal Quarter Ended December 27, 2009)
|
|
|
10.22*
|
License Agreement (Citizen), as amended and restated November 30, 2009, between Citizen Publishing Company and TNI Partners (Exhibit 10.4 to Form 10-Q for the Fiscal Quarter Ended December 27, 2009)
|
|
|
10.23 *
|
Lease Agreement between Ryan Companies US, Inc. and Lee Enterprises, Incorporated dated May 2003 (Exhibit 10.7 to Form 10-K for the Fiscal Year Ended September 30, 2003)
|
Number
|
Description
|
|
|
10.24 *
|
License Agreement, dated as of May 1, 2000, by and between Pulitzer Inc. and St. Louis Post-Dispatch LLC (Exhibit 10.7 to Form 10-Q for the Fiscal Quarter Ended June 30, 2005)
|
|
|
10.25*
|
Non-Confidentiality Agreement, dated as of May 1, 2000 (Exhibit 10.10 to Form 10-Q for the Fiscal Quarter Ended June 30, 2005)
|
|
|
10.26 +*
|
Form of Director Compensation Agreement of Lee Enterprises, Incorporated for non-employee director deferred compensation (Exhibit 10.7 to Form 10-K for the Fiscal Year Ended September 30, 2004)
|
|
|
10.27.1 +*
|
Amended and Restated Lee Enterprises, Incorporated 1990 Long-Term Incentive Plan (effective October 1, 1999, as amended effective February 17, 2016) (Exhibit 10.1 to Form 8-K filed on February 23, 2016)
|
|
|
10.27.2 +*
|
Forms of related Restricted Stock Agreement, Incentive Stock Option Agreement and, Non-Qualified Stock Option Agreement related to Lee Enterprises, Incorporated 1990 Long-Term Incentive Plan (Effective October 1, 1999, as amended effective February 17, 2016) (Exhibits 10.2, 10.3 and 10.4 to Form 8-K filed on February 23, 2016)
|
|
|
10.28 +*
|
Amended and Restated Lee Enterprises, Incorporated 1996 Stock Plan for Non-Employee Directors Effective February 17, 2010 (Appendix A to Schedule 14A Definitive Proxy Statement for 2014)
|
|
|
10.29 +*
|
Lee Enterprises, Incorporated Supplementary Benefit Plan, Amended and Restated as of January 1, 2008 (Exhibit 10.25 to Form 10-K for the Fiscal Year Ended September 28, 2008)
|
|
|
10.30 +*
|
Lee Enterprises, Incorporated Outside Directors Deferral Plan, Amended and Restated as of January 1, 2008 (Exhibit 10.26 to Form 10-K for the Fiscal Year Ended September 28, 2008)
|
|
|
10.31.1 +
|
Form of Amended and Restated Employment Agreement between Lee Enterprises, Incorporated and its Executive Chairman
|
|
|
10.31.2 +
|
Form of Amended and Restated Employment Agreement between Lee Enterprises, Incorporated and its President and Chief Operating Officer
|
|
|
10.31.3 +
|
Form of Employment Agreement between Lee Enterprises, Incorporated and Certain of its Senior Executive Officers
|
|
|
10.32 +*
|
Form of Indemnification Agreement for Lee Enterprises, Incorporated Directors and Executive Officers Group (Exhibit 10.2 to Form 10-Q for the Fiscal Quarter Ended March 30, 2008)
|
|
|
10.33 +*
|
Lee Enterprises, Incorporated Amended and Restated Incentive Compensation Program (Appendix B to Schedule 14A Definitive Proxy Statement for 2014)
|
|
|
21
|
Subsidiaries and associated companies
|
|
|
23.1
|
Consent of KPMG LLP, Independent Registered Public Accounting Firm
|
|
|
23.2
|
Consent of Baker Tilly Virchow Krause LLP, Independent Registered Public Accounting Firm
|
|
|
23.3
|
Report of Baker Tilly Virchow Krause LLP, Independent Registered Public Accounting Firm
|
|
|
24
|
Power of Attorney
|
|
|
31.1
|
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
31.2
|
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
32
|
Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
State of
Organization
|
Percentage of Voting
Securities Owned
|
|
|
|
|
|
Lee Enterprises, Incorporated
|
Delaware
|
Parent
|
|
Lee Publications, Inc.
|
Delaware
|
100
|
%
|
Lee Procurement Solutions Co.
|
Iowa
|
100
|
%
|
Lee Consolidated Holdings Co.
|
South Dakota
|
100
|
%
|
Lee Foundation
|
Iowa
|
100
|
%
|
Accudata, Inc.
|
Iowa
|
100
|
%
|
Amplified Digital, LLC
|
Delaware
|
100
|
%
|
Fairgrove LLC
|
Delaware
|
100
|
%
|
Flagstaff Publishing Co.
|
Washington
|
100
|
%
|
Hanford Sentinel, Inc.
|
Washington
|
100
|
%
|
Journal-Star Printing Co.
|
Nebraska
|
100
|
%
|
K. Falls Basin Publishing, Inc.
|
Oregon
|
100
|
%
|
Napa Valley Publishing Co.
|
Washington
|
100
|
%
|
Pantagraph Publishing Co.
|
Delaware
|
100
|
%
|
Pulitzer Inc.
|
Delaware
|
100
|
%
|
Pulitzer Missouri Newspapers, Inc.
|
Delaware
|
100
|
%
|
Pulitzer Newspapers, Inc.
|
Delaware
|
100
|
%
|
Pulitzer Network Systems LLC
|
Delaware
|
100
|
%
|
Pulitzer Technologies, Inc.
|
Delaware
|
100
|
%
|
Santa Maria Times, Inc.
|
Nevada
|
100
|
%
|
Sioux City Newspapers, Inc.
|
Iowa
|
100
|
%
|
Southwestern Oregon Publishing Co.
|
Oregon
|
100
|
%
|
St. Louis Post-Dispatch LLC
|
Delaware
|
100
|
%
|
STL Distribution Services LLC
|
Delaware
|
100
|
%
|
Star Publishing Company
|
Arizona
|
100
|
%
|
Suburban Journals of Greater St. Louis LLC
|
Delaware
|
100
|
%
|
Ynez Corporation
|
California
|
100
|
%
|
INN Partners, L.C. d/b/a TownNews.com
|
Iowa
|
82.5
|
%
|
Community Distribution Partners, LLC
|
Montana
|
50
|
%
|
Madison Newspapers, Inc. d/b/a Capital Newspapers
|
Wisconsin
|
50
|
%
|
TNI Partners
|
Arizona
|
50
|
%
|
/s/ Kevin D. Mowbray
|
|
/s/ Ronald A. Mayo
|
Kevin D. Mowbray
|
|
Ronald A. Mayo
|
President and Chief Executive Officer
|
|
Vice President, Chief Financial Officer and
|
(Principal Executive Officer)
|
|
Treasurer
|
Director
|
|
(Principal Financial and Accounting Officer)
|
|
|
|
/s/ Richard R. Cole
|
|
/s/ Nancy S. Donovan
|
Richard R. Cole
|
|
Nancy S. Donovan
|
Director
|
|
Director
|
|
|
|
/s/ Leonard J. Elmore
|
|
/s/ Mary E. Junck
|
Leonard J. Elmore
|
|
Mary E. Junck
|
Director
|
|
Director
|
|
|
|
/s/ Brent Magid
|
|
/s/ William E. Mayer
|
Brent Magid
|
|
William E. Mayer
|
Director
|
|
Director
|
|
|
|
/s/ Herbert W. Moloney III
|
|
/s/ Gregory P. Schermer
|
Herbert W. Moloney III
|
|
Gregory P. Schermer
|
Director
|
|
Director
|
1
|
I have reviewed this Annual report on Form 10-K ("Annual Report") of Lee Enterprises, Incorporated ("Registrant");
|
||
|
|
||
2
|
Based on my knowledge, this Annual Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Annual Report;
|
||
|
|
||
3
|
Based on my knowledge, the Consolidated Financial Statements, and other financial information included in this Annual Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this Annual Report;
|
||
|
|
||
4
|
The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
|
||
|
|
|
|
|
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Annual Report is being prepared;
|
|
|
|
|
|
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
|
|
|
|
|
c)
|
evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this Annual Report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this Annual Report based on such evaluation; and
|
|
|
|
|
|
|
d)
|
disclosed in this Annual Report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an Annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and
|
|
|
|
|
5
|
The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the Audit Committee of Registrant's Board of Directors (or persons performing the equivalent functions):
|
||
|
|
|
|
|
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and
|
|
|
|
|
|
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.
|
|
/s/ Kevin D. Mowbray
|
|
Kevin D. Mowbray
|
|
President and Chief Executive Officer
|
1
|
I have reviewed this Annual report on Form 10-K ("Annual Report") of Lee Enterprises, Incorporated ("Registrant");
|
||
|
|
||
2
|
Based on my knowledge, this Annual Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Annual Report;
|
||
|
|
||
3
|
Based on my knowledge, the Consolidated Financial Statements, and other financial information included in this Annual Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this Annual Report;
|
||
|
|
||
4
|
The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
|
||
|
|
|
|
|
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Annual Report is being prepared;
|
|
|
|
|
|
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
|
|
|
|
|
c)
|
evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this Annual Report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this Annual Report based on such evaluation; and
|
|
|
|
|
|
|
d)
|
disclosed in this Annual Report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an Annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and
|
|
|
|
|
5
|
The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the Audit Committee of Registrant's Board of Directors (or persons performing the equivalent functions):
|
||
|
|
|
|
|
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and
|
|
|
|
|
|
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.
|
|
/s/ Ronald A. Mayo
|
|
Ronald A. Mayo
|
|
Vice President, Chief Financial Officer and Treasurer
|
(i)
|
|
this Annual report on Form 10-K for the period ended September 25, 2016 ("Annual Report"), fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
|
|
|
|
(ii)
|
|
the information contained in this Annual Report fairly presents, in all material respects, the financial condition and results of operations of Lee Enterprises, Incorporated for the periods presented in the Annual Report.
|
/s/ Kevin D. Mowbray
|
|
/s/ Ronald A. Mayo
|
Kevin D. Mowbray
|
|
Ronald A. Mayo
|
President and Chief Executive Officer
|
|
Vice President, Chief Financial Officer
|
|
|
and Treasurer
|