Document




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 8, 2019

_______________________________________________________________________
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.)

201 N. Harrison Street, Davenport, Iowa 52801
(Address of Principal Executive Offices)

(563) 383-2100
Registrant’s telephone number, including area code
_____________________________________________________________________________________

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

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

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

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

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

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


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/ Timothy R. Millage
 
 
 
 
 
Date:
February 8, 2019
By:
 
 
 
 
Timothy R. Millage
 
 
 
 
Vice President, Chief Financial Officer and
 
 
 
 
Treasurer
 



Exhibit


Exhibit 99.1 - Supplemental Financial Information – First fiscal quarter ended December 30, 2018.

https://cdn.kscope.io/495c33a6265ff6ef94e47046576021b7-leelogo2013a01a01a03a02a03.jpg
201 N. Harrison St.
Davenport, IA 52801
www.lee.net






13 Weeks Ended (unaudited)
 
 
 
 
 
 
 
 
December 30, 2018
 
December 24, 2017
(in thousands)
Consolidated
Lee Legacy
Pulitzer Inc.
 
Consolidated
Lee Legacy
Pulitzer Inc.
Operating revenue:
 
 
 
 
 
 
 
Advertising and marketing services
75,962

52,195

23,767

 
84,661

59,077

25,584

Subscription
46,268

31,972

14,296

 
48,269

32,913

15,356

Other
13,971

12,396

1,575

 
10,856

9,014

1,842

Total operating revenue
136,201

96,563

39,638

 
143,786

101,004

42,782

Operating expenses:
 
 
 
 
 
 
 
Compensation
47,038

35,286

11,752

 
51,619

39,008

12,611

Newsprint and ink
6,339

4,323

2,016

 
5,838

4,111

1,727

Other operating expenses
49,743

30,450

19,293

 
50,357

30,166

20,191

Depreciation and amortization
7,529

4,932

2,597

 
8,053

5,236

2,817

Assets loss (gain) on sales, impairments, and other
(100
)
(100
)

 
2

1

1

Restructuring costs and other
62

44

18

 
468

322

146

Total operating expenses
110,611

74,935

35,676

 
116,337

78,844

37,493

Equity in earnings of associated companies
2,129

699

1,430

 
2,383

864

1,519

Operating income
27,719

22,327

5,392

 
29,832

23,024

6,808

Non-operating income (expense), net
(12,487
)
(15,995
)
3,508

 
(14,195
)
(16,948
)
2,753

Income tax expense (benefit)
4,513

2,288

2,225

 
(19,690
)
(23,163
)
3,473

Net income
10,719

4,044

6,675

 
35,327

29,239

6,088


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
10,719

4,044

6,675

 
35,327

29,239

6,088

Adjusted to exclude
 
 
 
 
 
 
 
Non-operating expenses (income), net
12,487

15,995

(3,508
)
 
14,195

16,948

(2,753
)
Income tax expense (benefit)
4,513

2,288

2,225

 
(19,690
)
(23,163
)
3,473

Equity in earnings of TNI and MNI
(2,129
)
(699
)
(1,430
)
 
(2,383
)
(864
)
(1,519
)
Depreciation and amortization
7,529

4,932

2,597

 
8,053

5,236

2,817

Assets loss (gain) on sales, impairments, and other
(100
)
(100
)

 
2

1

1

Restructuring costs and other
62

44

18

 
468

322

146

Stock compensation
463

463


 
519

519


Add:
 
 
 
 
 
 
 
Ownership share of TNI and MNI EBITDA (50%)
2,601

1,066

1,535

 
3,159

1,535

1,624

Adjusted EBITDA
36,145

28,033

8,112

 
39,650

29,773

9,877

 
 
 
 
 
 
 
 
Supplemental cash flow information
 
 
 
 
 
Distributions from MNI and TNI
1,299

750

549

 
2,317

750

1,567

Capital expenditures
(1,002
)
(752
)
(250
)
 
(1,103
)
(890
)
(213
)
Pension contributions
(650
)

(650
)
 
(106
)
(61
)
(45
)
Cash income tax payments
(21
)
(20
)
(1
)
 
(110
)
(1,976
)
1,866

Interest income
124

(2,660
)
2,784

 
96

(1,770
)
1,866

Interest to be settled in cash
(12,256
)
(9,463
)
(2,793
)
 
(13,650
)
(10,165
)
(3,485
)
Debt financing and administrative costs
(8
)
(8
)

 
(4
)
(4
)