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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):  May 10, 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:
May 10, 2019
By:
 
 
 
 
Timothy R. Millage
 
 
 
 
Vice President, Chief Financial Officer and
 
 
 
 
Treasurer
 



Exhibit


Exhibit 99.1 - Supplemental Financial Information – Second fiscal quarter ended March 31, 2019.

https://cdn.kscope.io/29a447307a410464189124ab604dea8a-leelogo2013a01a01a03a02a03.jpg
201 N. Harrison St.
Davenport, IA 52801
www.lee.net





Quarter Ended (unaudited)
 
 
 
 
 
 
 
 
March 31, 2019
 
March 25, 2018
(in thousands)
Consolidated
Lee Legacy
Pulitzer Inc.
 
Consolidated
Lee Legacy
Pulitzer Inc.
Operating revenue:
 
 
 
 
 
 
 
Advertising and marketing services
62,934

44,295

18,639

 
71,553

50,292

21,261

Subscription
45,076

31,119

13,957

 
45,972

32,055

13,917

Other
14,694

13,339

1,355

 
10,280

8,519

1,761

Total operating revenue
122,704

88,753

33,951

 
127,805

90,866

36,939

Operating expenses:
 
 
 
 
 
 
 
Compensation
47,785

35,953

11,832

 
49,363

37,253

12,110

Newsprint and ink
5,825

4,091

1,734

 
5,640

4,027

1,613

Other operating expenses
48,016

29,939

18,077

 
49,315

30,036

19,279

Depreciation and amortization
7,386

4,785

2,601

 
8,016

5,226

2,790

Assets loss (gain) on sales, impairments, and other
83

83

—

 
(1,300
)
(1,272
)
(28
)
Restructuring costs and other
2,759

1,830

929

 
1,816

1,741

75

Total operating expenses
111,854

76,681

35,173

 
112,850

77,011

35,839

Equity in earnings of associated companies
1,717

498

1,219

 
1,608

464

1,144

Operating income
12,567

12,570

(3
)
 
16,563

14,319

2,244

Non-operating income (expense), net
(14,738
)
(18,275
)
3,537

 
(13,103
)
(16,011
)
2,908

Income tax expense (benefit)
156

(728
)
884

 
927

(944
)
1,871

Net income
(2,327
)
(4,977
)
2,650

 
2,533

(748
)
3,281


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
(2,327
)
(4,977
)
2,650

 
2,533

(748
)
3,281

Adjusted to exclude
 
 
 
 
 
 
 
Non-operating expenses (income), net
14,738

18,275

(3,537
)
 
13,103

16,011

(2,908
)
Income tax expense (benefit)
156

(728
)
884

 
927

(944
)
1,871

Equity in earnings of TNI and MNI
(1,717
)
(498
)
(1,219
)
 
(1,608
)
(464
)
(1,144
)
Depreciation and amortization
7,386

4,785

2,601

 
8,016

5,226

2,790

Assets loss (gain) on sales, impairments, and other
83

83

—

 
(1,300
)
(1,272
)
(28
)
Restructuring costs and other
2,759

1,830

929

 
1,816

1,741

75

Stock compensation
426

426

—

 
497

497

—

Add:
 
 
 
 
 
 
 
Ownership share of TNI and MNI EBITDA (50%)
2,080

756

1,324

 
2,086

838

1,248

Adjusted EBITDA
23,584

19,952

3,632

 
26,070

20,885

5,185

 
 
 
 
 
 
 
 
Supplemental cash flow information
 
 
 
 
 
Distributions from MNI and TNI
2,707

750

1,957

 
2,881

1,250

1,631

Capital expenditures
(1,457
)
(1,350
)
(107
)
 
(1,350
)
(1,051
)
(299
)
Cash income tax payments
(3,914
)
(3,914
)
—

 
(175
)
(165
)
(10
)
Interest income
201

(2,635
)
2,836

 
126

(2,075
)
2,201

Interest to be settled in cash
(12,140
)
(9,392
)
(2,748
)
 
(13,274
)
(10,017
)
(3,257
)
Debt financing and administrative costs
(962
)
(962
)
—

 
(1
)
(1
)
—






Year Ended (unaudited)
 
 
 
 
 
 
 
 
March 31, 2019
 
March 25, 2018
(in thousands)
Consolidated
Lee Legacy
Pulitzer Inc.
 
Consolidated
Lee Legacy
Pulitzer Inc.
Operating revenue:
 
 
 
 
 
 
 
Advertising and marketing services
138,897

96,491

42,406

 
156,213

109,368

46,845

Subscription
91,345

63,092

28,253

 
94,241

64,968

29,273

Other
28,663

25,733

2,930

 
21,136

17,533

3,603

Total operating revenue
258,905

185,316

73,589

 
271,590

191,869

79,721

Operating expenses:
 
 
 
 
 
 
 
Compensation
94,824

71,240

23,584

 
100,980

76,261

24,719

Newsprint and ink
12,164

8,414

3,750

 
11,478

8,138

3,340

Other operating expenses
97,758

60,388

37,370

 
99,671

60,201

39,470

Depreciation and amortization
14,916

9,718

5,198

 
16,068

10,461

5,607

Assets loss (gain) on sales, impairments, and other
(17
)
(17
)
—

 
(1,297
)
(1,270
)
(27
)
Restructuring costs and other
2,820

1,873

947

 
2,284

2,063

221

Total operating expenses
222,465

151,616

70,849

 
229,184

155,854

73,330

Equity in earnings of associated companies
3,846

988

2,858

 
3,991

1,328

2,663

Operating income
40,286

34,688

5,598

 
46,397

37,343

9,054

Non-operating income (expense), net
(27,224
)
(34,269
)
7,045

 
(27,300
)
(32,959
)
5,659

Income tax expense (benefit)
4,670

1,561

3,109

 
(18,763
)
(24,107
)
5,344

Net income
8,392

(1,142
)
9,534

 
37,860

28,491

9,369


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
8,392

(1,142
)
9,534

 
37,860

28,491

9,369

Adjusted to exclude
 
 
 
 
 
 
 
Non-operating expenses (income), net
27,224

34,269

(7,045
)
 
27,300

32,959

(5,659
)
Income tax expense (benefit)
4,670

1,561

3,109

 
(18,763
)
(24,107
)
5,344

Equity in earnings of TNI and MNI
(3,846
)
(988
)
(2,858
)
 
(3,991
)
(203
)
(3,788
)
Depreciation and amortization
14,916

9,718

5,198

 
16,068

10,461

5,607

Assets loss (gain) on sales, impairments, and other
(17
)
(17
)
—

 
(1,297
)
(1,270
)
(27
)
Restructuring costs and other
2,820

1,873

947

 
2,284

2,063

221

Stock compensation
888

888

—

 
1,016

1,016

—

Add:
 
 
 
 
 
 
 
Ownership share of TNI and MNI EBITDA (50%)
4,681

1,823

2,858

 
5,245

2,373

2,872

Adjusted EBITDA
59,728

47,985

11,743

 
65,722

51,783

13,939

 
 
 
 
 
 
 
 
Supplemental cash flow information:
 
 
 
 
 
Distributions from MNI and TNI
4,006

1,500

2,506

 
5,198

2,000

3,198

Capital expenditures
(2,459
)
(2,102
)
(357
)
 
(2,452
)
(1,940
)
(512
)
Cash income tax payments
(3,935
)
(3,936
)
1

 
(284
)
(251
)
(33
)
Interest income
326

(5,294
)
5,620

 
222

(3,845
)
4,067

Interest to be settled in cash
(24,397
)
(18,842
)
(5,555
)
 
(26,924
)
(20,182
)
(6,742
)
Debt financing and administrative costs
(1,858
)
(1,858
)
—

 
(5
)
(5
)
—