LEE ENTERPRISES, Inc (Form: 8-K, Received: 02/07/2020 16:46:48)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 7, 2020

LEE ENTERPRISES, INCORPORATED

(Exact name of Registrant as specified in its charter)

Commission File Number 1-6227

Delaware

(State of Incorporation)

42-0823980

(I.R.S. Employer Identification No.)

4600 E. 53rd Street, Davenport, Iowa 52807

(Address of Principal Executive Offices)

(563) 383-2100

Registrant’s telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $.01 per share	LEE	New York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01.

Regulation FD Disclosure.

The supplemental financial information is furnished as Exhibit 99.1 to this Form 8-K and is hereby incorporated by reference. The information in this report shall not be treated as filed for purposes of the Securities Exchange Act of 1934, as amended.

Lee Legacy only and Pulitzer Inc. ("Pulitzer") only supplemental financial information is being provided because it is a required reporting covenant in the debt agreements of the Company. Lee Legacy constitutes the business of the Company, including its 50% interest in Madison Newspapers, Inc. ("MNI"), but excluding Pulitzer and the Company’s 50% interest in TNI Partners ("TNI").

The Lee Legacy and Pulitzer separate income statement presentations are not prepared in accordance with Generally Accepted Accounting Principles ("GAAP") as non-operating income (expense) and income tax expense are allocations of the consolidated balances and have not been prepared in accordance with Accounting Standards Codification 280: Segment Reporting. This presentation is only intended to be used for purposes of complying with covenants under the Company's debt agreements and should not be used as a substitute for the Company's consolidated financial statements prepared in accordance with GAAP. Refer to the Company's consolidated financial statements prepared in accordance with GAAP as periodically filed on Form 10-Q and Form 10-K with the Securities and Exchange Commission.

Item 9.01.

Financial Statements and Exhibits.

(d)	Exhibits
	99.1	Supplemental Financial Information – First quarter ended December 29, 2019

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

			LEE ENTERPRISES, INCORPORATED


Date:	February 7, 2020	By:	/s/ Timothy R. Millage
			Timothy R. Millage
			Vice President, Chief Financial Officer and Treasurer

Exhibit 99.1

Exhibit 99.1 - Supplemental Financial Information – First fiscal quarter ended December 29, 2019.

4600 E. 53rd St

Davenport, IA 52807

www.lee.net

Quarter Ended (unaudited)

	December 29, 2019								December 30, 2018
(in thousands)	Consolidated			Lee Legacy			Pulitzer Inc.		Consolidated			Lee Legacy			Pulitzer Inc.
Operating revenue:
Advertising and marketing services		65,727			45,648			20,079		75,962			52,195			23,767
Subscription		41,694			28,242			13,452		46,268			31,972			14,296
Other		14,922			13,500			1,422		13,971			12,396			1,575
Total operating revenue		122,343			87,390			34,953		136,201			96,563			39,638
Operating expenses:
Compensation		43,243			31,937			11,306		47,038			35,286			11,752
Newsprint and ink		4,736			3,290			1,446		6,339			4,323			2,016
Other operating expenses		48,462			30,755			17,707		49,743			30,450			19,293
Depreciation and amortization		6,719			4,359			2,360		7,529			4,932			2,597
Assets loss (gain) on sales, impairments, and other		814			806			8		(100	)		(100	)		—
Restructuring costs and other		1,632			1,400			232		62			44			18
Total operating expenses		105,606			72,547			33,059		110,611			74,935			35,676
Equity in earnings of associated companies		1,569			658			911		2,129			699			1,430
Operating income		18,306			15,501			2,805		27,719			22,327			5,392
Non-operating income (expense), net		(10,718	)		(13,530	)		2,812		(12,487	)		(15,995	)		3,508
Income tax expense		1,871			467			1,404		4,513			2,288			2,225
Net income		5,717			1,504			4,213		10,719			4,044			6,675

Adjusted EBITDA is a non-GAAP financial measure. Below is a reconciliation of adjusted EBITDA to net income, the most directly comparable measure under GAAP:

Net Income	5,717		1,504		4,213		10,719		4,044		6,675
Adjusted to exclude
Non-operating expenses (income), net	10,718		13,530		(2,812	)	12,487		15,995		(3,508	)
Income tax expense	1,871		467		1,404		4,513		2,288		2,225
Equity in earnings of TNI and MNI	(1,569	)	(658	)	(911	)	(2,129	)	(699	)	(1,430	)
Depreciation and amortization	6,719		4,359		2,360		7,529		4,932		2,597
Assets loss (gain) on sales, impairments, and other	814		806		8		(100	)	(100	)	—
Restructuring costs and other	1,632		1,400		232		62		44		18
Stock compensation	302		302		—		463		463		—
Add:
Ownership share of TNI and MNI EBITDA (50%)	1,918		903		1,015		2,601		1,066		1,535
Adjusted EBITDA	28,122		22,613		5,509		36,145		28,033		8,112

Supplemental cash flow information
Distributions from MNI and TNI	738		0		738		1,299		750		549
Capital expenditures	(2,428	)	(2,308	)	(120	)	(1,002	)	(752	)	(250	)
Pension Contributions	—		—		—		(650	)	—		(650	)
Cash income tax payments	(8	)	(8	)	—		(21	)	(20	)	(1	)
Interest income	76		(2,252	)	2,328		124		(2,660	)	2,784
Interest to be settled in cash	(11,115	)	(8,734	)	(2,381	)	(12,256	)	(9,463	)	(2,793	)
Debt financing and administrative costs	(193	)	(193	)	—		(8	)	(8	)	—