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Table of Contents


 UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 FORM 10-K

  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For The Fiscal Year Ended September 27, 2020

 OR

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 Commission File Number 1-6227

LEE ENTERPRISES, INCORPORATED

(Exact name of Registrant as specified in its Charter)

Delaware

42-0823980

(State of incorporation)

(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 - $0.01 par value

LEE

New York Stock Exchange

 

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No

 

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No

 

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this Chapter) during the preceding 12 months (or such shorter period that the Registrant was required to submit). Yes ☒ No ☐

 

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer," "accelerated filer," "smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller Reporting Company  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. ☐

 

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No ☒

 

As of March 31, 2020, the aggregate market value of the Registrant's common stock held by non-affiliates of the registrant was $52,359,374 based on the closing sale price as reported on the New York Stock Exchange. As of November 30, 2020, 58,353,084 shares of Common Stock $0.01 par value were outstanding.

 

 

DOCUMENTS INCORPORATED BY REFERENCE

 

Portions of the Lee Enterprises, Incorporated Definitive Proxy Statement to be filed in January 2021 are incorporated by reference in Part III of this Form 10-K. Except as expressly incorporated by reference, the Registrant's Definitive Proxy Statement shall not be deemed to be a part of this report.

 

 

 

 

 

TABLE OF CONTENTS

PAGE

 

 

 

 

 

 

 

 

Part I

 

 

 

 

 

 

Item 1

Business

1

 

 

 

 

 

Item 1A

Risk Factors

9

 

 

 

 

 

Item 1B

Unresolved Staff Comments

14

 

 

 

 

 

Item 2

Properties

14

 

 

 

 

 

Item 3

Legal Proceedings

14

 

 

 

 

 

Item 4

Mine Safety Disclosures

14

 

 

 

 

Part II

 

 

 

 

 

 

Item 5

Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

14

 

 

 

 

 

Item 6

Selected Financial Data

16

 

 

 

 

 

Item 7

Management's Discussion and Analysis of Financial Condition and Results of Operations

17

 

 

 

 

 

Item 7A

Quantitative and Qualitative Disclosures about Market Risk

25

 

 

 

 

 

Item 8

Financial Statements and Supplementary Data

25

 

 

 

 

 

Item 9

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

25

 

 

 

 

 

Item 9A

Controls and Procedures

26

 

 

 

 

 

Item 9B

Other Information

28

 

 

 

 

Part III

 

 

 

 

 

 

Item 10

Directors, Executive Officers and Corporate Governance

28

 

 

 

 

 

Item 11

Executive Compensation

28

 

 

 

 

 

Item 12

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

28

 

 

 

 

 

Item 13

Certain Relationships and Related Transactions, and Director Independence

28

 

 

 

 

 

Item 14

Principal Accounting Fees and Services

28

 

 

 

 

Part IV

 

 

 

 

 

 

Item 15

Exhibits and Financial Statement Schedules

29

 

 

 

 

Consolidated Financial Statements

30

 

 

 

 

Signatures

64

 

 

 

 

Exhibit Index

 

62

 

 

 

 

References to “we”, “our”, “us” and the like throughout this document refer to Lee Enterprises, Incorporated and subsidiaries (the "Company"). References to "2020", "2019", "2018" and the like refer to the fiscal years ended the last Sunday in September.

 

 

PART I

 

ITEM 1. BUSINESS

 

Lee Enterprises, Incorporated ("Company", "we" or "our") is a trusted local news provider and an innovative, digitally focused marketing solutions company operating in 77 mid-sized markets across 26 states.

 

On March 16, 2020, we completed the acquisition of BH Media Group, Inc. (BH Media) and The Buffalo News, Inc. (Buffalo News), adding 31 local media operations and nearly doubling our audience size and total operating revenue.

 

Our products include high quality, trusted local daily, weekly and monthly newspapers and niche publications. All of our products offer print and digital editions, and our content and advertising is available in real time through our websites and mobile apps. Our local media operations range from large daily newspapers and the associated digital products, such as the St. Louis Post-Dispatch and The Buffalo News, to non-daily newspapers with news websites and digital platforms serving smaller communities.

 

Our services include a full service digital marketing agency in Amplified Digital Agency ("Amplified") as well as one of the largest web-hosting and content management services providers in North America through our majority-owned subsidiary, TownNews.

 

As the leading provider of local news, information and a major source of advertising in our markets we aim to grow our business through three main categories: subscriptions to our print and digital editions, advertising and marketing services to local retail accounts, and digital services to a diverse set of customers.

 

 

We are committed to a business strategy that drives audience growth and engagement by delivering valuable, intensely local, original news and information to consumers.

 

 

Local, controllable retail accounts - those in which our local sales teams have direct contact with the advertising decision makers - are the core of our business. 47% of our advertising revenue is from local retail accounts, and trends in this category have historically been better than our total advertising trends.

 

 

TownNews represents a powerful opportunity for us to drive additional digital revenue by providing state-of-the-art web hosting and content management services. More than 2,000 customers rely on TownNews for their web, over-the-top display ("OTT"), mobile, video and social media products. Revenue at TownNews on a stand-alone basis grew at compound annual growth rate ("CAGR") of 10.8% over the last nine years.

 

Our local media operations generate revenue primarily through print and digital advertising and marketing services, subscriptions to our publications and digital services, primarily through TownNews. Our operations also provide commercial printing and distribution of third party publications.

 

Advertising and Marketing Services - In 2020, advertising and marketing services of $289.7 million comprised 47% of total operating revenue, down from 52% in the prior year.

 

Local retail advertising is revenue earned from top local accounts and small to medium businesses (SMBs) in our markets and takes the form of display advertising in daily and non-daily publications, preprinted advertising inserted in the publication, and display advertising delivered on our owned and operated websites.

 

Classified advertising includes major categories of employment, real estate, automotive, obituaries and legal notices. Advertising for classifieds is published in both the print and digital editions of our products and is also posted on our websites and mobile applications.

 

National advertising is revenue earned from the sale of print or digital display advertising space, or from preprinted advertising inserted in the publication, from national accounts that do not have a local retailer representing the account in the market.

 

Niche publications are specialty publications, such as lifestyle, business, health or home improvement publications that contain advertising.

 

Marketing services represents a complete suite of services including web development, social media management, PPC, targeting and videos, events, contests and digital promotions offered in our local markets through Amplified.

Our sales force uses a multi-platform sales approach that maximizes audience reach for our advertisers by tailoring advertising and marketing services packages based on the size and scale of the advertiser. Through Amplified we create sophisticated digital campaigns on our owned and operated sites and on third party inventory that give advertisers the ability to target their message. We partner with Google to provide key metrics and analytics to measure campaign effectiveness. 

Our advertising revenues are subject to seasonality due primarily to fluctuations in advertising spend. Advertising revenue is typically highest in our first quarter due to holiday and seasonal advertising and lowest in the second quarter following the holiday season. The volume of advertising sales in any period is also impacted by other external factors such as competitors' pricing, advertisers' decisions to increase or decrease their advertising expenditures in response to anticipated consumer demand, and general economic conditions.

 

 

1

 

 

Subscription Revenue - In 2020, subscription revenue of $265.9 million comprised 43% of our total operating revenue, up from 37% in the prior year. Subscription revenue is earned primarily from our full access subscription model, whereby subscribers receive complete access to our content in all platforms, including print and digital, and from digital-only subscriptions. We also generate revenue from the sale of single copy editions.

 

We reach 72.5% of all adults in our larger markets through a combination of our print and digital content offerings.

 

  Our printed newspapers, including acquisitions, reach almost 1.2 million households daily and more than 1.5 million on Sunday, and more than 265,000 users access our digital e-edition. 

 

 

Our web and mobile sites are the number one digital source of local news in most of our markets, reaching more than 43 million unique visitors, at year end, with 286 million page views. 

 

 

As of September 27, 2020, we have 244,000 digital-only subscribers, a 63.1% increase over 2019. 

 

Digital Services Revenue – In 2020, digital services revenue of $20,432,000 comprised 3.3% of our total operating revenue, down from 4% in the prior year. Almost all of our digital services revenue is from TownNews. TownNews, operated through our 82.5% owned subsidiary INN Partners, L.C., is a leading provider of integrated digital publishing and content management solutions, and offers a state-of-the-art platform for creating, distributing and monetizing multimedia content.

 

 

TownNews is the engine that powers our digital products. In addition to us, TownNews services nearly 2,000 daily customers, including legacy media publications, universities, television stations and niche publications.

 

 

Including revenue generated from our markets, total revenue at TownNews grew almost 10.7% in 2020 and totaled $25.0 million.

 

 

With strong product offerings, investments in video and streaming technology and a diversifying customer base into broadcast, TownNews is positioned to continue to be a key component to our growth strategy.

 

Other Revenue - Other revenue, excluding digital services revenue, is comprised mainly of commercial printing and delivery of third party products and until March 16, 2020 revenue from our Management Agreement with BH Media. In 2020, other revenue excluding digital service of $20,432,000, comprised 6.8% of our total operating revenue, down from 11.2% in the prior year.

 

Our operating costs are primarily compensation, newsprint, delivery and digital costs. Over the past several years we have adjusted our business model to create operational efficiencies and significantly reduce our cost structure.

 

Several of our businesses operate in geographic groups of publications, or “clusters,” which provide operational efficiencies, extend sales penetration and provide broader audiences for advertisers. A table under the caption “Daily Newspapers and Markets” in Item 1, included herein, identifies those groups of our newspapers operating in clusters.

 

Our local media operations compete with other media and digital companies for advertising and marketing spend as well as other news and information outlets for subscription spend. While very few of our local media operations have similar daily print competitors that are published in the same city, our local media operations compete with the following types of businesses:

 

 

Other media including magazines, radio, television, outdoor/billboard advertising, other classified and specialty publications, other print publications both free and paid, direct mail, directories, and national, regional and local advertising websites and content providers. 

 

The number of competitors in any given market varies, however all of the forms of competition noted above exist to some degree in all of our markets.

 

Lee Enterprises, Incorporated was founded in 1890, incorporated in 1950, and listed on the New York Stock Exchange ("NYSE") in 1978.

 

We are in compliance with our debt covenants as of September 27, 2020. The information included herein should be evaluated in that context. See Item 1A, “Risk Factors”, and Notes 5 and 6 of the Notes to Consolidated Financial Statements, included herein, for additional information.

 

STRATEGIC INITIATIVES

 

We are a trusted, local, news provider and an innovative, digitally focused marketing solutions company. Our focus is on the local market - including local news and information, local advertising and marketing services to top local accounts and SMBs, and digital services to local content curators. To align with the core strength of our company, our post-pandemic operating strategy is locally focused around three pillars.

 

To align with customer expectations, we will transform the way we present local news and information and provide perspective, both in digital and print. We seek to maintain our position as the leading provider of news and information by providing best-in-class digital experiences to improve consumer engagement and grow our audiences. We aim to achieve this by delivering relevant, useful, and engaging content to the consumer using a multi-media approach with a heavy emphases on video and audio.

 

Multimedia consumption across the United State is growing. According to eMarketer, the number of podcast listeners is expected to increase by 21% over the next two years, and the time adults spend consuming digital media is expected to grow and remain over two hours a day the next two years. We look to create new content and video channels by growing our multimedia capabilities leveraging the high quality, trusted, engaging content we produce locally in order to tap into these growing market segments.

 

We believe that our proprietary local content displayed in best-in-class multimedia platforms combined with new and engaging content and video channels will grow our audiences and our audience monetization capabilities.

 

2

 

We will transform our print-centric audience model to a robust digital subscription model. We reach 72.5% of all adults in our larger markets through a combination of our print and digital product offerings, and all categories consume both our print and digital content. Subscribers to our printed editions have been declining while our digital audiences have been growing at an accelerated pace. In 2020, we reached 43 million unique visitors across all of our digital platforms, with 286 million page views, an increase of 16.7 million and 6.2%, respectively. Our digital audiences are comprised of full access subscribers, digital-only subscribers and non-subscribers who access our sites subject to our paywalls. More than 60% of our full access subscribers have activated their digital access and digital-only subscribers increased 63.1% in 2020, reaching 244,000 digital-only subscribers.

 

According to the Alliance for Audited Media, from 2021 - 2025 digital-only subscription models are expected to grow 35.5% on a compound annual growth rate. Our acquisition and retention tactics are focused on growing our digital subscription base.

 

In 2021, we expect to use data and analytics combined with metering technology to drive our acquisition and retention tactics. This allows us to maximize meter stop rates and paid subscription conversion rates in order to driver consumers down the conversion funnel. Our primary acquisition tactics include sophisticated data-mining techniques leveraging both online and offline consumer behaviors to target full access and digital-only subscription offers. These targeted offers are presented to consumers via integrated marketing campaigns including email, on-site messaging, direct mail, social media and other sales channels designed to maximize exposure and increase response rate.

 

Using these techniques, we expect digital-only subscribers to continue to grow substantially, reaching more than 500,000 digital-only subscribers by 2025.

 

We will diversify and transform the services and products we offer advertisers, especially for top local accounts and SMB's. Local, controllable retail accounts - those in which our local sales team have direct contact with the advertising decision makers - are the core of our business. This revenue category represents 47% of advertising and marketing services revenue and is comprised of top local accounts and SMBs. Our historical financial results for this revenue category are better than our overall results. We believe we can improve financial performance in this revenue category as we have unmatched audience reach in our local markets through our print and digital product offerings.

 

 

Our local sales forces are larger than any local competitor, and we believe they are the most highly trained and proficient sales force in our markets. 

 

 

We have strong relationships with businesses in our markets and offer a wide array of products to deliver our advertisers' message.

 

 

Our sales executives pitch the power of our audiences directly to local decision makers. 

 

We have a world-class sales force, managed and supported centrally to ensure the highest digital talent is recruited, developed and retained to meet our clients' needs. Amplified is the backbone of our sales force and supports our local operators by providing lead generation developing highly sophisticated proposals and provides all of the essential digital marketing services including web development, social media management, email marketing, fulfillment and search that most sophisticated advertisers are looking for. Amplified also provides our advertisers with the best data and metrics in order for them to maximize their advertising ROI. Amplified is a powerful organization that will help us improve our advertising revenue trends in 2021 and beyond.

 

TownNews represents a powerful opportunity for us to drive additional digital revenue. In 2020, revenue at TownNews totaled more than $25,000,000 and since 2011 the compounded annual growth rate of TownNews revenue has been 10.8%. Through continuous investment in product development and gaining essential technology, like world-class video and streaming technology, TownNews is the leading CMS provider in the publishing CMS segment and is growing its market share in the broadcast CMS segment. In 2021, we believe we can grow revenue at TownNews through modest market share gains in our core markets and also through improving the product mix increasing our average revenue per customer. Additionally in 2021, we will explore market segments adjacent to our core in order to diversify our customer base and accelerate both revenue and profitability growth.

 

3

 

 

DAILY NEWSPAPERS AND MARKETS 

 

The Company, TNI and MNI publish the following daily newspapers and maintain the following primary digital sites:

 

       

Average Units (1)

 

2020 Monthly Average ('000s) (6)

 

Newspaper

Primary Website

Location

 

Daily (2)

   

Sunday

     

Unique Visitors

   

Page Views

 
                                       

St. Louis Post-Dispatch

stltoday.com

St. Louis, MO

    93,341       340,613         5,964       54,563  

Buffalo News

buffalonews.com

Buffalo, NY

    184,862       221,944         2,210       10,154  

Arizona Daily Star (4)

azstarnet.com

Tucson, AZ

    45,834       87,926         1,977       18,593  

Omaha World Herald

omaha.com

Omaha, NE

    77,025       87,641         2,824       25,283  

Richmond Times-Dispatch

richmond.com

Richmond, VA

    64,934       73,942         2,968       18,510  

Capital Newspapers (3)

                                     

Wisconsin State Journal

madison.com

Madison, WI

    52,148       59,467         2,668       17,370  

Daily Citizen

wiscnews.com/bdc

Beaver Dam, WI

    3,749                 154       803  

Portage Daily Register

wiscnews.com/pdr

Portage, WI

    2,064                 54       280  

Baraboo News Republic

wiscnews.com/bnr

Baraboo, WI

    2,983                 48       252  

The Times

nwitimes.com

Munster, Valparaiso, and Crown Point, IN

    40,230       52,777         2,114       28,612  

Tulsa World

tulsaworld.com

Tulsa, OK

    37,820       45,123         2,668       19,214  

Quad Cities Group

                                     

Quad-City Times

qctimes.com

Davenport, IA

    17,447       27,415         870       7,242  

Dispatch-Argus

qconline.com

Moline, IL

    52,500       16,945         440       4,005  

Muscatine Journal

muscatinejournal.com

Muscatine, IA

    1,998                 93       691  

Lincoln Group

                                     

Lincoln Journal Star

journalstar.com

Lincoln, NE

    37,807       42,419         2,229       19,708  

Columbus Telegram (5)

columbustelegram.com

Columbus, NE

    3,772                 97       657  

Fremont Tribune (5)

fremonttribune.com

Fremont, NE

    2,998                 91       547  

Beatrice Daily Sun (5)

beatricedailysun.com

Beatrice, NE

    2,360                 50       309  

Central Illinois Newspaper Group

                                   

The Pantagraph

pantagraph.com

Bloomington, IL

    17,365       19,962         510       10,169  

Herald & Review

herald-review.com

Decatur, IL

    11,440       16,493         635       5,778  

Journal Gazette & Times-Courier

jg-tc.com

Mattoon/Charleston, IL

    5,719                 215       1,895  

Roanoke Times

roanoke.com

Roanoke, VA

    29,484       31,638         1,219       7,670  

Racine/Kenosha Group

                                   

Kenosha News

kenoshanews.com

Kenosha, WI

    13,816       15,567         742       3,975  

The Journal Times

journaltimes.com

Racine, WI

    13,713       14,926         689       7,779  

Winston Salem Journal

journalnow.com

Winston-Salem, NC

    25,994       29,305         623       4,182  

The Press of Atlantic City

pressofatlanticcity.com

Atlantic City, NJ

    24,253       27,979         1,412       12,192  

Greensboro News-Record

greensboro.com

Greensboro, NC

    22,802       27,857         1,129       5,918  

NC Community Group

                                     

Statesville Record & Landmark

statesville.com

Statesville, NC

    5,016       12,040         338       2,468  

Hickory Daily Record

hickoryrecord.com

Hickory, NC

    7,669       8,981         517       3,773  

The News Herald

morganton.com

Morganton, NC

    4,084       4,387         276       2,009  

The McDowell News

mcdowellnews.com

Marion, NC

    2,288       2,436         154       1,126  
                                       

 

4

 

 

       

Average Units (1)

   

2020 Monthly Average ('000s) (6)

 

Newspaper

Primary Website

Location

 

Daily (2)

   

Sunday

   

Unique Visitors

   

Page Views

 
                                     

Lynchburg Group

                                   

Lynchburg News & Advance

newsadvance.com

Lynchburg, VA

    11,766       13,723       530       3,683  

Danville Register & Bee

godanriver.com

Danville, VA

    5,513       6,753       249       1,725  

Martinsville Bulletin

martinsvillebulletin.com

Martinsville, VA

    6,295       7,036       284       1,970  

Fredericksburg Group

                                   

Freelance-Star

fredericksburg.com

Fredericksburg, VA

    18,458       21,076       879       6,738  

Culpeper Star-Exponent

starexponent.com

Culpeper, VA

    2,730       2,788       130       997  

Casper Star-Tribune

trib.com

Casper, WY

    22,678       23,495       621       4,015  

Billings Gazette (5)

billingsgazette.com

Billings, MT

    22,557       22,689       1,407       11,575  

The Bismarck Tribune

bismarcktribune.com

Bismarck, ND

    20,788       22,127       612       6,147  

The Courier

wcfcourier.com

Waterloo and Cedar Falls, IA

    17,215       21,218       668       6,225  

Alabama Group

                                   

Dothan Eagle

dothaneagle.com

Dothan, AL

    11,623       12,399       486       3,109  

Opelika Auburn News

oanow.com

Opelika, AL

    6,794       6,909       284       1,818  

River Valley Newspaper Group

                                 

La Crosse Tribune

lacrossetribune.com

La Crosse, WI

    13,378       15,661       590       6,904  

Winona Daily News

winonadailynews.com

Winona, MN

    3,173       3,280       194       1,544  

The Chippewa Herald (5)

chippewa.com

Chippewa Falls, WI

    1,409               164       915  

Helena/Butte Group

                                   

Independent Record (5)

helenair.com

Helena, MT

    9,009       10,448       475       4,486  

Montana Standard (5)

mtstandard.com

Butte, MT

    7,568       8,320       316       3,050  

Missoula Group

                                   

Missoulian (5)

missoulian.com

Missoula, MT

    13,858       15,749       746       5,890  

Ravalli Republic (5)

ravallinews.com

Hamilton, MT

    1,955       1,414       64       303  

Waco Tribune-Herald

wacotrib.com

Waco, TX

    13,868       16,292       659       4,248  

The Post-Star

poststar.com

Glens Falls, NY

    14,317       16,027       719       6,566  

Sioux City Journal (5)

siouxcityjournal.com

Sioux City, IA

    23,328       15,544       612       4,363  

Rapid City Journal (5)

rapidcityjournal.com

Rapid City, SD

    13,649               839       5,976  

Charlottesville Group

                                   

Charlottesville Daily Progress

dailyprogress.com

Charlottesville, VA

    11,414       12,574       549       3,000  

The News Virginian

newsvirginian.com

Waynesboro, VA

    2,765       2,834       133       727  

Mid-Valley News Group

                                   

Albany Democrat-Herald

democratherald.com

Albany, OR

    7,760       7,647       301       2,234  

Corvallis Gazette-Times

gazettetimes.com

Corvallis, OR

    7,250       6,994       315       2,339  

Bristol Herald Courier

heraldcourier.com

Bristol,VA

    11,618       12,506       527       2,702  
                                     

 

5

 

       

Average Units (1)

   

2020 Monthly Average ('000s) (6)

 

Newspaper

Primary Website

Location

 

Daily (2)

   

Sunday

   

Unique Visitors

   

Page Views

 
                                     

The Southern Illinoisan

thesouthern.com

Carbondale, IL

    7,932       11,449       467       2,560  

Grand Island Independent

theindependent.com

Grand Island, NE

    10,943       11,145       346       2,863  

Florence Morning News

scnow.com

Florence, SC

    9,581       11,165       385       2,846  

The Daily News (5)

tdn.com

Longview, WA

    13,196       10,084       305       2,187  

Magic Valley Group

                                   

The Times-News

magicvalley.com

Twin Falls, ID

    10,522       9,846       524       3,923  

Elko Daily Free Press (5)

elkodaily.com

Elko, NV

    3,270               138       1,342  

Bryan-College Station Eagle

theeagle.com

Bryan, TX

    9,068       9,378       534       2,798  

The Citizen (5)

auburnpub.com

Auburn, NY

    5,750       9,292       398       3,350  

Napa Valley Register

napavalleyregister.com

Napa, CA

    8,724       8,500       630       4,315  

Globe Gazette

globegazette.com

Mason City, IA

    7,419       8,350       353       3,542  

Arizona Daily Sun (5)

azdailysun.com

Flagstaff, AZ

    6,907       6,910       352       1,829  

Scottsbluff Star-Herald

starherald.com

Scottsbluff, NE

    6,302       6,362       247       1,484  

Kearney Hub

kearneyhub.com

Kearney, NE

    5,628       5,761       305       2,175  

The Daily Nonpareil

nonpareilonline.com

Council Bluffs, IA

    5,344       5,573       276       1,558  

The Times and Democrat (5)

thetandd.com

Orangeburg, SC

    6,513       5,570       412       2,632  

North Platte Telegraph

nptelegraph.com

North Platte, NE

    4,823       4,804       157       832  

The Sentinel (5)

cumberlink.com

Carlisle, PA

    6,258               366       2,227  

Daily Journal (5)

dailyjournalonline.com

Park Hills, MO

    2,928               244       1,761  

York News-Times (5)

yorknewstimes.com

York, NE

    2,298               68       276  
                                     
          1,343,657       1,694,475       56,140       447,505  

 

 

(1)

 Source: AAM: March 2020 Quarterly Executive Summary Data Report, unless otherwise noted. More recent data is not available.

 

(2)

 Not all newspapers are published Monday through Saturday.

 

(3)

 Owned by MNI.

 

(4)

 Owned by Star Publishing and published through TNI.

 

(5)

 Source: Company statistics.

 

(6)

 Excludes Agri-Media sites

 

NEWSPRINT

 

The raw material of newspapers, and our other print publications, is newsprint. We purchase newsprint from U.S. and Canadian producers. We believe we will continue to receive a supply of newsprint adequate for our needs and consider our relationships with newsprint producers to be good. Newsprint purchase prices can be volatile and fluctuate based upon factors that include foreign currency exchange rates, tariffs and both foreign and domestic production capacity and consumption. Price fluctuations can affect our results of operations. We have not entered into derivative contracts for newsprint. For the quantitative impacts of these fluctuations, see Item 7A, “Quantitative and Qualitative Disclosures about Market Risk”, included herein.

 

6

 

 

EXECUTIVE TEAM 

 

The following table lists our current executive team members: 

 

         

Service

Named

 
         

With The

To Current

 

Name

 

Age

 

Company

Position

Current Position

               

Kevin D. Mowbray

    58  

September 1986

February 2016

President and Chief Executive Officer

Joseph J. Battistoni     37   March 2014 November 2019 Vice President - Local Advertising

Nathan E. Bekke

    51  

January 1992

February 2015

Vice President - Consumer Sales and Marketing and OVP

Ray G. Farris

    64  

October 2006

December 2018

Vice President - Advertising and OVP

Suzanna M. Frank

    50  

December 2003

March 2008

Vice President - Audience

Astrid J. Garcia

    70  

December 2006

December 2013

Vice President - Human Resources and Legal

James A. Green

    54  

March 2013

March 2013

Vice President - Digital

John M. Humenik

    57  

December 1998

February 2015

Vice President - News

Timothy R. Millage

    39  

March 2010

August 2018

Vice President - Chief Financial Officer and Treasurer

Douglas L. Ranes

    70  

February 2005

November 2019

Vice President - Production Operations

Michele Fennelly White

    58  

June 1994

June 2011

Vice President - Information Technology and Chief Information Officer

 

Kevin D. Mowbray was elected President and Chief Executive Officer in February 2016. From April 2015 - February 2016 he was Executive Vice President and Chief Operating Officer. From May 2013 to April 2015 he served as Vice President and Chief Operating Officer. From 2004 to May 2013 he served as a Vice President - Publishing and was Publisher of the St. Louis Post-Dispatch from 2006 until May 2013. He was elected to the Board of Directors of the Company in February 2016.

 

Joseph J. Battistoni was appointed Vice President - Local Advertising in November 2019. From February 2018 to November 2019, he served as General Manager and Vice President - Sales and Marketing for The Times Media Company. From October 2015 to February 2018, he served as Vice President of Sales and Marketing. From March 2014 to October 2015, he served as Digital Advertising Director. 

 

Nathan E. Bekke was appointed Vice President - Consumer Sales and Marketing in February 2015. From 2003 to February 2015, he served as Publisher of the Casper Star-Tribune.

 

Ray G. Farris was appointed Vice President - Group Publisher in December 2018. From May 2013 to December 2018, he served as President and Publisher of the St. Louis Post-Dispatch. From August 2010 to May 2013, he served as General Manager and Vice President of Sales of the St. Louis Post-Dispatch. From October 2006 to August 2010, he served as Vice President of Classified Advertising of the St. Louis Post-Dispatch.

 

Suzanna M. Frank was appointed Vice President - Research and Metrics in November 2018. From March 2008 to November 2018 she served as Vice President - Audience. From 2003 to 2008 she served as Director of Research and Marketing of the Company.

 

Astrid J. Garcia was appointed Vice President - Human Resources and Legal in December 2013. From 2006 to November 2013 she served as Vice President of Human Resources, Labor Relations and Operations of the St. Louis Post-Dispatch.

 

James A. Green was appointed Vice President - Digital in March 2013. From June 2011 to March 2013, he served as Executive Vice President and General Manager of Travidia, Inc., a developer of newspaper digital shopping media and marketing programs. From 2004 to June 2011 he served as Chief Marketing Officer of Travidia, Inc.

 

John M. Humenik was appointed Vice President - News in February 2015. He was also president and publisher of the Wisconsin State Journal and president of Madison Newspapers Inc., a position he has held since 2013. He was publisher and editor of the Arizona Daily Star from 2005 to 2010 and additionally served as president of Tucson Newspapers Inc. until 2013.

 

Timothy R. Millage was elected Vice President, Chief Financial Officer and Treasurer in August 2018. From 2012 to 2018 he served as the corporate controller.

 

Michele Fennelly White was appointed Vice President - Information Technology and Chief Information Officer in June 2011. From 1999 to June 2011, she served as Director of Technical Support.

 

Douglas L. Ranes was appointed Vice President - Production Operations in November 2019. From June 2014 to November 2019, he served as Director of Production. From February 2005 to June 2012 he serve as Director of Operations for The North County Times and The Northwest Indiana Times.

 

Messrs. Mowbray, Bekke, Farris, Garcia, and Millage have been designated by the Board of Directors as executive officers for US Securities and Exchange Commission ("SEC") reporting purposes.

 

7

 

EMPLOYEES

 

At September 27, 2020, we had approximately 5,613 employees, including approximately 1,089 part-time employees, exclusive of TNI and MNI. Full-time equivalent employees in 2020 totaled approximately 5,224. We consider our relationships with our employees to be good.

 

Bargaining units represent 254, or 69%, of the total employees of The St. Louis Post-Dispatch, which has six contracts with bargaining units with expiration dates from February 2021 through March 2022.

 

Bargaining units represent 389, or 75%, of the total employees of the Buffalo News, which has twelve contracts with bargaining units with expiration dates from December 2020 through June 2022.

 

Bargaining units represent 132, or 49%, of the total employees of the Omaha World-Herald, which had four contracts with bargaining units with expiration dates January 2021 through May 2022 and one in negotiation.

 

Approximately 173 employees in eight additional locations are represented by collective bargaining units.

 

CORPORATE GOVERNANCE AND PUBLIC INFORMATION

 

We have a long history of sound corporate governance practices. Our Board of Directors has a lead independent director, and has had one for many years. Currently, our Board of Directors has affirmatively determined that seven of its ten members are independent, including all members of the Board's Audit, Executive Compensation and Nominating and Corporate Governance committees. The Audit Committee approves all services to be provided by our independent registered public accounting firm and its affiliates.

 

At www.lee.net, one may access a wide variety of information, including news releases, SEC filings, financial statistics, annual reports, investor presentations, governance documents, newspaper profiles and digital links. We make available via our website all filings made by the Company under the Securities Exchange Act of 1934 (the "Exchange Act"), including Forms 10-K, 10-Q and 8-K, and related amendments, as soon as reasonably practicable after they are filed with, or furnished to, the SEC. All such filings are available free of charge. The content of any website referred to in this Annual Report is not incorporated by reference unless expressly noted.

 

8

 

FORWARD-LOOKING STATEMENTS

 

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements. This annual report ("Annual Report") contains information that may be deemed forward-looking that is based largely on our current expectations, and is subject to certain risks, trends and uncertainties that could cause actual results to differ materially from those anticipated. Among such risks, trends and other uncertainties, which in some instances are beyond our control, are:

 

  Revenues may continue to diminish or declines in revenue could accelerate as a result of the COVID-19 pandemic;
  Revenues may continue to be diminished longer than anticipated as a result of the COVID-19 pandemic;
  The COVID-19 pandemic may result in material long-term changes to the publishing industry which may result in permanent revenue reductions for the Company and other risks and uncertainties;
  We may experience increased costs, inefficiencies and other disruptions as a result of the COVID-19 pandemic;
  We may be required to indemnify the previous owners of the BH Media Newspaper Business or the Buffalo News for unknown legal and other matters that may arise;
 

Our ability to manage declining print revenue;

 

That the warrants issued in our 2014 refinancing will not be exercised;

 

The impact and duration of adverse conditions in certain aspects of the economy affecting our business;

 

Change in advertising and subscription demand;

 

Changes in technology that impact our ability to deliver digital advertising;

 

Potential changes in newsprint, other commodities and energy costs;

 

Interest rates;

 

Labor costs;

  Significant cyber security breaches or failure of our information technology systems;
 

Our ability to achieve planned expense reductions and realize the expected benefit of our acquisitions;

 

Our ability to maintain employee and customer relationships;

 

Our ability to manage increased capital costs;

 

Our ability to maintain our listing status on the NYSE;

 

Competition; and

 

Other risks detailed from time to time in our publicly filed documents, including this Annual Report and particularly in "Risk Factors", Part I, Item 1A herein.

 

Any statements that are not statements of historical fact (including statements containing the words “may”, “will”, “would”, “could”, “believes”, “expects”, “anticipates”, “intends”, “plans”, “projects”, “considers” and similar expressions) generally should be considered forward-looking statements. Readers are cautioned not to place undue reliance on such forward-looking statements, which are made as of the date of this Annual Report. We do not undertake to publicly update or revise our forward-looking statements, except as required by law.

 

 

ITEM 1A. RISK FACTORS

 

The risks described below could materially and adversely affect our business, financial condition and results of operations. We could also be affected by additional risks that apply to all companies operating in the U.S., as well as other risks that are not presently known to us or that we currently consider to be immaterial. These Risk Factors should be carefully reviewed in conjunction with Management's Discussion and Analysis of Financial Condition and Results of Operations in Item 7 and our Financial Statements and Supplementary Data in Item 8 of this Report. For ease of review, the risk factors generally have been grouped into categories, but many of the risks described in a given category relate to multiple categories. 

 

Risks Related to General Economic Factors

 

The Company has incurred a material drop in advertising revenues as COVID-19 continues.

 

Certain aspects of our operating results have experienced lower revenue and profitability over the last several years and these trends are expected to continue in the future. However, the COVID-19 pandemic and government restrictions caused significant and immediate declines in demand for certain of our products and services, and ultimately in advertising revenue.

 

Our advertising revenues may decline due to weakness in the brick and mortar retail sector.

 

A significant portion of our revenue is derived from advertising. The demand for advertising is sensitive to the overall level of economic strength, both in the markets in which we operate and nationally. Also, the decline in the financial or economic conditions of our advertisers could alter discretionary spending by advertisers. Certain segments of the economy have been challenged in recent years, particularly in the brick and mortar retail sector, and total advertising revenues have declined as a result. Advertising revenues may worsen if advertisers reduce their budgets, shift their spending priorities, are forced to consolidate or cease operations.

 

Our ability to generate revenue is highly sensitive to the strength of the economies in which we operate and the demographics of the local communities that we serve.

 

Our advertising and marketing services revenues and subscription revenues depend upon a number of factors, including, among others, the size and demographic characteristics of the local population and the local economic conditions in general and the economic condition of the retail segments of the communities that our publications serve. In the case of an economic downturn in a market, our publications, revenues, and profitability in that market could be adversely affected. Our advertising and marketing services revenues could also be affected by negative trends in the general economy that affect consumer spending. The advertisers in our newspapers and other publications and related websites are primarily retail businesses that can be significantly affected by regional or national economic downturns and other developments. Declines in the U.S. economy could also significantly affect key advertising revenue categories, such as help wanted, real estate, and automotive.

 

9

 

Uncertainty and adverse changes in the general economic conditions of markets in which we participate may negatively affect our business. 

 

Current and future economic conditions are inherently uncertain. It is difficult to estimate the level of growth or contraction for the economy as a whole, and even more difficult to estimate growth or contraction in various parts, sectors and regions of the economy, including the markets our publications serve. Adverse changes may occur as a result of weak global economic conditions, declining oil prices, wavering consumer confidence, unemployment, declines in stock markets, contraction of credit availability, declines in real estate values, natural disasters, or other factors affecting economic conditions in general. These changes may negatively affect the sales of our products, increase exposure to losses from bad debts, increase the cost and decrease the availability of financing, or increase costs associated with publishing and distributing our publications.

 

The collectability of accounts receivable under adverse economic conditions could deteriorate to a greater extent than provided for in our financial statements and in our projections of future results. 

 

Adverse economic conditions in the U.S. may increase our exposure to losses resulting from financial distress, insolvency and the potential bankruptcy of our advertising and marketing services customers. We recorded write-offs of accounts receivable relating to recent bankruptcies of national retailers, including Sears, among others. Our accounts receivable is stated at net estimated realizable value, and our allowance for doubtful accounts has been determined based on several factors, including receivable agings, significant individual credit risk accounts and historical experience. If such collectability estimates prove inaccurate, adjustments to future operating results could occur. 

 

The value of our intangible assets may become impaired, depending upon future operating results. 

 

At September 27, 2020 the carrying value of our goodwill was $328,445,000, the carrying value of mastheads was $40,459,000, and the carrying value of our amortizable intangible assets was $142,147,000. The indefinite-lived assets (goodwill and mastheads) are subject to annual impairment testing and more frequent testing upon the occurrence of certain events or significant changes in our circumstances that indicate all or a portion of their carrying values may no longer be recoverable, in which case a non-cash charge to earnings may be necessary in the relevant period. We may subsequently experience market pressures which could cause future cash flows to decline below our current expectations, or volatile equity markets could negatively impact market factors used in the impairment analysis, including earnings multiples, discount rates, and long-term growth rates. Any future evaluations requiring an asset impairment charge for goodwill or other intangible assets would adversely affect future reported results of operations and stockholders’ equity.

 

We performed assessments for possible impairment of the carrying value of goodwill and indefinite-lived intangibles in connection with the BH Media acquisition and as of September 27, 2020. Management assumptions used to calculate fair value of the reporting units involves forward looking financial information and subjectivity. Changes in key assumptions impacting the analyses could have resulted in the recognition of additional impairment. For further information on goodwill and intangible assets, see Note 5 — Goodwill and other intangible assets

 

A decrease in our Common Stock price may limit the ability to trade our Common Stock or for the Company to raise equity capital.

 

Our Common Stock currently trades on the New York Stock Exchange (“NYSE”), and the continued listing of our Common Stock on the NYSE is subject to our compliance with a number of listing standards, including minimum share price requirements. If we fall out of compliance with NYSE’s listing standards and fail to regain compliance within the applicable cure periods, our Common Stock may be delisted from the NYSE. Failure to maintain our NYSE listing could negatively impact us and our stockholders by reducing the willingness of investors to hold our Common Stock because of the resulting decreased price, liquidity and trading of our Common Stock.

 

Risk Related to Competition from Digital Media

 

Our operating revenue may be materially adversely affected if we do not successfully respond to the shift in newspaper readership and advertising expenditures away from traditional print media and towards digital media. Significant capital investments may be needed to respond to this shift.

 

Currently, our primary source of revenue is from advertising and marketing services, which accounts for 47% of our revenue. Subscription revenue accounts for 43% of our revenue. The media publishing industry has experienced rapid evolution in consumer demands and expectations due to advances in technology, which have led to a proliferation of delivery methods for news and information. The number of consumers who access online services through devices other than personal computers, such as tablets and mobile devices, has increased dramatically in recent years and likely will continue to increase. The media publishing industry also continues to be affected by demographic shifts, with older generations preferring more traditional print newspaper delivery and younger generations consuming news through digital media. Also, the revenues generated by media publishing companies have been affected significantly by the shift in advertising expenditures towards digital media.

 

The future revenue performance of our digital business depends to a significant degree upon the growth development and management of our subscriber and advertising audiences. The growth of our digital business over the long term depends on various factors, including, among other things, the ability to:

 

  Continue to increase digital audiences;
  Attract advertisers to our digital platforms;
  Tailor our products to efficiently and effectively deliver content and advertising on mobile devices;
  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;

 

Partner with, or use services from, providers that can assist us in effectively growing our digital business; and

 

Create digital content and platforms that attract and engage audiences in our markets.

 

If we are unable to grow our digital audience, distinguish our products and services from those of our competitors or develop compelling new products and services that engage users across multiple platforms, then our business, financial condition, and results of operations may be adversely affected. Responding to the changes described above may require us to make significant capital investments and incur significant research and development costs related to building, maintaining, and evolving our technology infrastructure, and our ability to make the level of investments required may be limited.

 

See “Audiences” in Item 1, included herein, for additional information on about our print and digital audiences.

 

10

 

Risks Related to our Acquisitions of BH Media and Buffalo News

 

On March 16, 2020, the Company completed the purchase of certain assets and the assumption of certain liabilities of the newspaper and related community publications business of BH Media and the purchase of all of the issued and outstanding capital stock of Buffalo News (collectively, the “Transactions”).  Under the terms of the Asset and Stock Purchase Agreement, dated January 29, 2020, with Berkshire Hathaway, Inc. (“Berkshire”), and BH Media (the “Purchase Agreement”), the aggregate purchase price for the Transactions was $140 million, which excluded $12 million in cash at closing of the Transactions.  BH Finance, LLC (“BH Finance”), an affiliate of Berkshire, financed the Purchase Agreement through the Credit Agreement, dated January 29, 2020 (the “Credit Agreement”).

 

The Company borrowed $576 million from BH Finance under the Credit Agreement in order to finance the Transactions and refinance its outstanding indebtedness.

 

We may not achieve the intended benefits of the BH Media acquisition.

 

We completed the BH Media acquisition in March 2020, and there can be no assurance that we will be able to realize the expected benefits of the transaction.

 

There are many challenges associated with integrating a material acquisition, such as our acquisition of BH Media and Buffalo News, including the integration of executive and other employee teams with historically different cultures and priorities; the coordination of personnel located across multiple geographic locations; retaining key management and other employees; consolidating corporate and administrative infrastructures and eliminating duplicative operations; the diversion of management’s attention from ongoing business concerns; retaining existing business and operational relationships, including customers, suppliers and other counterparties, and attracting new business and operational relationships; unanticipated issues in integrating information technology, communications and other systems; as well as unforeseen expenses associated with the acquisition. These and other challenges could result in unanticipated operational challenges and the failure to realize anticipated synergies in the expected timeframe or at all.

 

If we fail to realize anticipated synergies in the amount and within the timeframe expected, our actual financial condition and results of operations may differ materially from the illustrative financial information disclosed in connection with the acquisition, which was based on various assumptions and estimates that may prove to be incorrect. Such illustrative financial information did not constitute management’s projections of future financial performance or results of operations; however, any material variance from such illustrative financial information could result in negative investor reactions that materially and adversely affect the market price of our Common Stock.

 

Our actual financial condition and results of operations may differ materially even if synergies are realized, due to macroeconomic factors or a variety of other risks to our business that are independent of the acquisition.

 

Our future results will suffer if we do not effectively manage our expanded operations.

 

With completion of the BH Media acquisition, the size of our business has increased significantly. Our continued success depends, in part, upon our ability to manage this expanded business, which poses substantial challenges for management, including challenges related to the management and monitoring of new operations and associated increased costs and complexity. We cannot assure you that we will be successful or that we will realize the expected operating efficiencies, cost savings, and other benefits from the combination that we currently anticipate.

 

The Company may not have the ability to generate cash flows and maintain liquidity sufficient to service its debt.

 

In March 2020, pursuant to the BH Media acquisition, the Company entered into a twenty-five (25) year, senior-secured term loan facility with BH Finance in an aggregate principal amount of $576 million. The term loan facility matures on March 16, 2045 and bears interest at the rate of 9% per annum. Accordingly, we are required to dedicate a substantial portion of our cash flow from operations to fund interest payments. In addition, we are required to repay our credit facility from time to time with (i) the proceeds of asset sales and casualty and condemnation events and (ii) 100% percent of our excess cash flow (defined as any unrestricted cash in excess of $20 million, measured on a quarterly basis). Our debt service obligations reduce the amount of cash flow available to fund our working capital, capital expenditures, investments and potential distributions to stockholders. Moreover, there can be no assurance that we will be able to generate sufficient cash flow to satisfy our debt service obligations. Our ability to satisfy our debt service obligations depends on our ability to generate cash flow from operations, which is subject to a variety of risks, including general economic conditions and the strength of our competitors, which are outside our control.

 

While we may be able to refinance our indebtedness prior to maturity on more favorable terms, there can be no assurance that we will be able to do so. Our ability to achieve more favorable terms would likely require us to substantially reduce our total outstanding indebtedness relative to current levels. Our ability to prepay our existing indebtedness is highly dependent on both the strength of our cash flow from operations as well as our ability to generate significant proceeds from sales of real estate, the timing and amount of which is highly uncertain. In addition, any refinancing would depend upon the condition of the finance and credit markets.

 

The terms of our indebtedness impose significant operating and financial restrictions on us. Our credit facility requires us to comply with numerous affirmative and negative covenants, including restrictions limiting our ability to, among other things, incur additional indebtedness, make investments and acquisitions, pay certain dividends, sell assets, merge, incur certain liens, enter into agreements with its affiliates, make capital expenditures, change our business, engage in sale/leaseback transactions, and modify our organizational documents. For these and other reasons generally affecting the ability to pay dividends, our stockholders will not receive dividends so long as the Credit Agreement is outstanding.  Stockholders also should be aware that they have no contractual or other legal right to dividends that have not been declared.

 

A failure to satisfy our debt service obligations, a breach of a covenant in our credit facility, or a material breach of a representation or warranty in our credit facility, among other events specified in the credit facility, could give rise to a default, which could give rise to the right of our lenders to declare our indebtedness, together with accrued interest and other fees, to be immediately due and payable. An acceleration of our indebtedness would have a material adverse effect on our business, financial condition, results of operations, cash flows and stock price. 

 

11

 

Risks Related to Cybersecurity

 

Our business, operating results and reputation may be negatively impacted, and we may be subject to legal and regulatory claims if there is a loss, destruction, disclosure, misappropriation or alteration of or unauthorized access to data owned or maintained by us, or if we are the subject of a significant data breach or cyberattack. 

 

We rely on our information technology and communications systems to manage our business data, including communications, news and advertising content, digital products, order entry, fulfillment and other business processes. These technologies and systems also help us manage many of our internal controls over financial reporting, disclosure controls and procedures and financial systems. Attempts to compromise information technology and communications systems occur regularly across many industries and sectors, and we may be vulnerable to security breaches resulting from accidental events (such as human error) or deliberate attacks. Moreover, the techniques used to attempt attacks and the perpetrators of such attacks are constantly expanding. We face threats both from use of malicious code (such as malware, viruses and ransomware), employee theft or misuse, advanced persistent threats, and phishing and denial-of-service attacks. The Company has complied with all applicable legal requirements relating to this activity. As cyberattacks become increasingly sophisticated, and as tools and resources become more readily available to malicious third parties, the Company will incur increased costs to secure its technology environment and there can be no guarantee that the Company’s and our third-party vendors’ actions, security measures and controls designed to prevent, detect or respond to security breaches, to limit access to data, to prevent destruction, alteration, or exfiltration of data, or to limit the negative impact from such attacks, can provide absolute security against compromise. As a result, our business data, communications, news and advertising content, digital products, order entry, fulfillment and other business processes may be lost, destroyed, disclosed, misappropriated, altered or accessed without consent and various controls, automated procedures and financial systems could be compromised.

 

A significant security breach or other successful attack could result in significant remediation costs, including repairing system damage, engaging third-party experts, deploying additional personnel or vendor support, training employees, and compensation or incentives offered to third parties whose data has been compromised. These incidents may also lead to lost revenues resulting from a loss in competitive advantage due to the unauthorized disclosure, alteration, destruction or use of business data, the failure to retain or attract customers, the disruption of critical business processes or systems, and the diversion of management’s attention and resources. Moreover, such incidents may result in adverse media coverage, which may harm our reputation. These incidents may also lead to legal claims or proceedings, including regulatory investigations and actions and private lawsuits, and related legal fees, as well as potential settlements, judgments and fines. We maintain insurance, but the coverage and limits of our insurance policies may not be adequate to reimburse us for losses caused by security breaches.

 

Our possession and use of personal information and the use of payment cards by our customers present risks and expenses that could harm our business. Unauthorized access to or disclosure or manipulation of such data, whether through breach of our network security or otherwise, could expose us to liabilities and costly litigation and damage our reputation.  

 

Our online systems store and process confidential subscriber and other sensitive data, such as names, email addresses, addresses, and other personal information. Therefore, maintaining our network security is critical. Additionally, we depend on the security of our third-party service providers. Unauthorized use of or inappropriate access to our, or our third-party service providers’ networks, computer systems and services could potentially jeopardize the security of confidential information, including payment card (credit or debit) information, of our customers. Because the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently and often are not recognized until launched against a target, we or our third-party service providers may be unable to anticipate these techniques or to implement adequate preventative measures. Non-technical means, for example, actions by an employee, can also result in a data breach. A party that is able to circumvent our security measures could misappropriate our proprietary information or the information of our customers or users, cause interruption in our operations, or damage our computers or those of our customers or users. As a result of any such breaches, customers or users may assert claims of liability against us and these activities may subject us to legal claims, adversely impact our reputation, and interfere with our ability to provide our products and services, all of which may have an adverse effect on our business, financial condition and results of operations. The coverage and limits of our insurance policies may not be adequate to reimburse us for losses caused by security breaches.

 

A significant number of our customers authorize us to bill their payment card accounts directly for all amounts charged by us. These customers provide payment card information and other personally identifiable information which, depending on the particular payment plan, may be maintained to facilitate future payment card transactions. Under payment card rules and our contracts with our card processors, if there is a breach of payment card information that we store, we could be liable to the banks that issue the payment cards for their related expenses and penalties. In addition, if we fail to follow payment card industry data security standards, even if there is no compromise of customer information, we could incur significant fines or lose our ability to give our customers the option of using payment cards. If we were unable to accept payment cards, our business would be seriously harmed.

 

There can be no assurance that any security measures we, or our third-party service providers, take will be effective in preventing a data breach. We may need to expend significant resources to protect against security breaches or to address problems caused by breaches. If an actual or perceived breach of our security occurs, the perception of the effectiveness of our security measures could be harmed and we could lose customers or users. Failure to protect confidential customer data or to provide customers with adequate notice of our privacy policies could also subject us to liabilities imposed by United States federal and state regulatory agencies or courts. We could also be subject to evolving state laws that impose data breach notification requirements, specific data security obligations, or other consumer privacy-related requirements. Our failure to comply with any of these laws or regulations may have an adverse effect on our business, financial condition and results of operations.

 

Risks Related to Catastrophic Events

 

Natural disasters, extreme weather conditions, public health emergencies or other catastrophic events could negatively affect our business, financial condition, and results of operations.

 

Natural disasters and extreme weather conditions, such as hurricanes, derecho windstorms, floods, earthquakes, wildfires; acts of terrorism or violence, including active shooter situations; and public health issues, including pandemics and quarantines, could negatively affect our operations and financial performance. Such events could result in physical damage to our properties, disruptions to our IT systems, the temporary or long-term disruption in the supply of products from our suppliers, and delays in the delivery of goods to our printing facilities. Public health issues, whether occurring in the U.S. or Canada, could disrupt our operations, disrupt the operations of suppliers, or have an adverse impact on consumer spending and confidence levels.

 

12

 

The COVID-19 pandemic is affecting our business, financial condition and results of operations in many respects.

 

The continuing impacts of the COVID-19 pandemic are highly unpredictable and volatile. The COVID-19 pandemic has resulted in widespread and continuing impacts on the United States economy and on our employees, customers, suppliers and other people and entities with which we do business. There is considerable uncertainty regarding the extent to which COVID-19 will continue to spread and the extent and duration of measures to try to contain the virus, such as travel bans and restrictions, quarantines, the use of social distancing, masks and other safety measures, shelter-in-place orders and business and government shutdowns and vaccines. We are taking precautionary measures intended to help minimize the risk of the virus to our employees, including temporarily requiring some employees to work remotely.

 

Other factors and uncertainties include:

 

 

the severity and duration of the pandemic, including whether there are future waves caused by additional periods of increases or spikes in the number of COVID-19 cases;

 

the long-term impact of the pandemic on our business, including customer behaviors;

 

general economic uncertainty, unemployment rates, and recessionary pressures;

 

unknown consequences on our business performance and initiatives stemming from the substantial investment of time and other resources to the pandemic response; and

 

the pace of recovery when the pandemic subsides.

 

Persistence of COVID-19

 

The persistence of the COVID-19 pandemic may have a material impact on our digital and print advertising and subscriptions for an unknown length of time.

 

We expect the COVID-19 pandemic to continue to have a significant negative impact in the near term. The long-term impact will depend on the length, severity and reoccurrence of the pandemic, as well as changes in consumer behavior. The COVID-19 pandemic may accelerate, hasten or worsen the other Risk Factors described in this Item 1A.

 

Competition

 

We compete with a large number of companies in the local media industry, including digital media businesses and, if we are unable to compete effectively, our advertising and subscription revenues may decline.

 

We compete for audiences and advertising revenue with newspapers and other media such as the internet, magazines, broadcast, cable and satellite television, radio, direct mail, outdoor billboards and yellow pages. As the use of the internet and mobile devices has increased, we have lost some classified advertising and subscribers to online advertising businesses and our free Internet sites that contain abbreviated versions of our publications. Some of our current and potential competitors have greater financial and other resources than we do. If we fail to compete effectively with competing newspapers and other media, our results of operations may be materially adversely affected.

 

Pension Liabilities

 

Sustained increases in funding requirements of our pension and postretirement obligations may reduce the cash available for our business.

 

Pension liabilities, net of plan assets, totaled $71.5 million at September 27, 2020, an increase of $24.5 million from September 29, 2019 primarily due to the acquisition of Buffalo News which included additional pension plans.

 

Our pension and postretirement plans invest in a variety of equity and debt securities. Future volatility and disruption in the securities markets could cause declines in the asset values of our pension and postretirement plans. In addition, a decrease in the discount rates or changes to mortality estimates and other assumptions used to determine the liability could increase the benefit obligation of the plans. Unfavorable changes to the plan assets and/or the benefit obligations could increase the level of required contributions above what is currently estimated, which could reduce the cash available for our business and debt service.

 

Over the last several years, federal legislation has provided for pension funding relief, temporarily reducing our pension contributions. Even with funding relief, we expect to have to make additional contributions to our plans in the future.

 

We expect to be subject to withdrawal liability in connection with one multiemployer pension plan and may be subject to additional withdrawal liabilities in connection with other multiemployer pension plans, which may reduce the cash available for our business. 

 

We contributed to various multiemployer defined benefit pension plans during 2020 under the terms of collective-bargaining agreements (“CBAs”). For plans that are in critical status, benefit reductions may apply/or we could be required to make additional contributions.

 

In 2019, we effectuated a total withdrawal from our CWA/ITU multiemployer pension plan and as a result we are subject to a claim from the multiemployer pension plan for a withdrawal liability. The amount of such liability will be dependent on actions taken, or not taken, by the pension plan, as well as the future investment performance and funding status of the pension plan. The withdrawal liability is expected to be funded over a 20-year period.

 

In 2019, we received the final assessment for the partial withdrawal liability associated with our GCIU plan. The withdrawal liability is expected to be funded over a 20-year period.

 

13

 

ITEM 1B. UNRESOLVED STAFF COMMENTS

 

None.

 

 

ITEM 2. PROPERTIES

 

Our executive offices are located in leased facilities at 4600 E. 53rd Street, Davenport, Iowa. The initial lease term expires August 1, 2029.

 

All of our principal printing facilities are owned, except for leased land for the Helena, Montana plant and acquired properties from BH Media. Additionally, property is leased for Madison, Wisconsin (which is owned by MNI) and Tucson, Arizona (which is jointly owned by Star Publishing and Citizen). All facilities are maintained, in good condition, suitable for existing office and publishing operations, as applicable, and adequately equipped.

 

More than 58% of our daily newspapers, as well as many of our nearly 268 other publications, are printed at either another one of our print locations or outsourced to a third party, to enhance operating efficiency. We are continuing to evaluate additional insourcing and outsourcing opportunities in order to more effectively manage our operating and capital costs and monetize real estate.

 

Our newspapers and other publications have formal or informal backup arrangements for printing in the event of a disruption in production capability. 

 

 

ITEM 3. LEGAL PROCEEDINGS

 

We are involved in a variety of legal actions that arise in the normal course of business. Insurance coverage mitigates potential loss for certain of these matters. While we are unable to predict the ultimate outcome of these legal actions, it is our opinion that the disposition of these matters will not have a material adverse effect on our Consolidated Financial Statements, taken as a whole.

 

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable.

 

 

PART II

 

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY,

RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 

Our Common Stock is listed on the NYSE. In March 2011, in accordance with sunset provisions established in 1986, we effected conversion of all outstanding shares of Class B Common Stock to Common Stock. The table below includes the high and low prices of Common Stock for each calendar quarter during the past three years and the closing price at the end of each quarter.

 

                           

Quarter Ended

 

(Dollars)

 

December

   

March

   

June

   

September

 
                                 

2020

                               
High     2.12       3.09       1.44       1.06  
Low     1.20       0.85       0.71       0.76  
Closing     1.39       1.13       0.97       0.82  
                                 

2019

                               

High

    3.05       3.68       3.49       2.33  

Low

    1.84       2.02       2.12       1.77  

Closing

    2.13       3.30       2.24       2.01  
                                 

2018

                               

High

    2.50       2.70       3.30       3.30  

Low

    2.15       1.95       2.00       2.60  

Closing

    2.35       1.95       2.85       2.65  

 

At September 27, 2020, we had 5,639 registered holders of record of our Common Stock.

 

Our Credit Agreement restricts us from paying dividends on our Common Stock. This restriction does not apply to dividends issued with the Company's Equity Interests or from the proceeds of a sale of the Company's Equity Interest. See Note 6 of the Notes to Consolidated Financial Statements, included herein. 

 

14

 

 

PERFORMANCE PRESENTATION

 

The following graph compares the percentage change in the cumulative total return of the Company, the Standard & Poor's ("S&P") 500 Stock Index, and a peer group index, in each case for the five years ended September 27, 2020 (with September 27, 2015 as the measurement point). Total return is measured by dividing (a) the sum of (i) the cumulative amount of dividends declared for the measurement period, assuming dividend reinvestment and (ii) the difference between the issuer's share price at the end and the beginning of the measurement period, by (b) the share price at the beginning of the measurement period.

 

https://cdn.kscope.io/57ac87ed3cd35b7a52503c359a9712d0-peerchart.jpg
 

Copyright© 2020 Standard & Poor's, a division of S&P Global. All rights reserved.

 

The value of $100 invested on September 27, 2015 in stock of the Company, the Peer Group Index and in the S&P 500 Stock Index, including reinvestment of dividends, is summarized in the table below.

                                   

September 27

 

(Dollars)

 

2016

   

2017

   

2018

   

2019

   

2020

 
                                         
Lee Enterprises, Incorporated   180.29     105.77     127.40     98.08     40.33  
Peer Group Index   115.89     155.02     182.29     193.37     249.98  
S&P 500 Stock Index   115.43     136.91     161.43     168.30     193.80  

 

The S&P 500 Stock Index includes 500 U.S. companies in the industrial, transportation, utilities and financial sectors and is weighted by market capitalization. The Peer Group Index is comprised of six U.S. publicly traded companies with significant newspaper publishing operations (excluding the Company) and is weighted by market capitalization. The Peer Group Index includes A.H. Belo Corp., Gannett Co. Inc, The New York Times Company and Tribune Publishing Co.

 

 

15

 

 

ITEM 6. SELECTED FINANCIAL DATA

 

Selected financial data is as follows:

 

(Thousands of Dollars and Shares, Except Per Share Data)

 

2020

   

2019

   

2018

   

2017

   

2016

 
                                         

OPERATING RESULTS

                                       

Operating revenue

    618,004       509,854       543,955       566,943       614,364  

Cash Costs (1) (3)

    526,648       398,815       423,766       437,767       477,857  

Depreciation and amortization

    36,133       29,332       31,766       41,282       43,441  

Assets loss (gain) on sales, impairments and other

    (5,403 )     2,464       6,429       (1,150 )     (954 )

Restructuring costs and other

    13,751       11,635       5,550       7,523       1,825  

Equity in earnings of associated companies

    3,403       7,121       9,249       7,609       8,533  

Operating income (3)

    50,278       74,729       85,693       89,130       100,728  

Interest expense

    (47,743 )     (47,488 )     (52,842 )     (57,573 )     (64,233 )

Debt financing and administration costs

    (11,966 )     (7,214 )     (5,311 )     (4,818 )     (5,947 )

Gain on insurance settlement

                            30,646  
Other, net (3)     12,274       3,813       3,280       13,477       (9,537 )
                                         

Net income

    (1,261 )     15,909       47,048       28,605       36,019  
                                         

Income attributable to Lee Enterprises, Incorporated

    (3,106 )     14,268       45,766       27,481       34,961  
                                         

Earnings per common share:

                                       
Basic     (0.05 )     0.26       0.84       0.51       0.66  
Diluted     (0.05 )     0.25       0.82       0.50       0.64  
                                         

Weighted average common shares:

                                       

Basic

    56,569       55,565       54,702       53,990       53,198  

Diluted

    56,936       56,884       55,948       55,392       54,224  
                                         
Adjusted EBITDA (1)     97,171       121,488       131,929       141,191       153,787  

Total assets

    864,057       555,202       575,411       620,850       662,855  
Debt, including current maturities (2)     538,290       443,627       484,859       548,385       617,167  

Debt, net of cash and restricted cash (2)

    504,557       434,982       479,479       537,764       600,183  

Stockholders' deficit

    (31,564 )     (38,484 )     (37,354 )     (92,235 )     (128,485 )

 

 

(1)

 Cash costs and Adjusted EBITDA are non GAAP financial measures. See Item 7.

 

 

(2)

 Principal amount of debt. See Note 6 of the Notes to Consolidated Financial Statements, included herein.

 

 

(3)

 In 2019 we reclassified all components of pension expense, except services costs, from compensation to other non-operating income. See Note 1 of the Consolidated Financial Statements, included herein.

 

16

 

 

 

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following discussion includes comments and analysis relating to our results of operations and financial condition as of September 27, 2020 and for 2019 and 2018. This discussion should be read in conjunction with the Consolidated Financial Statements and related Notes thereto, included herein.

 

NON-GAAP FINANCIAL MEASURES

 

We use non-GAAP financial performance measures to supplement the financial information presented on a GAAP basis. These non-GAAP financial measures should not be considered in isolation or as a substitute for the relevant GAAP measures and should be read in conjunction with information presented on a GAAP basis.

 

In this report, we present Adjusted EBITDA, cash costs and margin, which are non-GAAP financial performance measures that exclude from our reported GAAP results the impact of certain items consisting primarily of restructuring charges and non-cash charges. We believe such expenses, charges, and gains are not indicative of normal, ongoing operations, and their inclusion in results makes for more difficult comparisons between years and with peer group companies. In the future, however, we are likely to incur expenses, charges, and gains similar to the items for which the applicable GAAP financial measures have been adjusted and to report non-GAAP financial measures excluding such items. Accordingly, exclusion of those or similar items in our non-GAAP presentations should not be interpreted as implying the items are non-recurring, infrequent, or unusual.

 

We define our non-GAAP measures, which may not be comparable to similarly titled measures reported by other companies, as follows:

 

Adjusted EBITDA is a non-GAAP financial performance measure that enhances financial statement users overall understanding of the operating performance of the Company. The measure isolates unusual, infrequent or non-cash transactions from the operating performance of the business. This allows users to easily compare operating performance among various fiscal periods and how management measures the performance of the business. This measure also provides users with a benchmark that can be used when forecasting future operating performance of the Company that excludes unusual, nonrecurring or one time transactions. Adjusted EBITDA is also a component of the calculation used by stockholders and analysts to determine the value of our business when using the market approach, which applies a market multiple to financial metrics. It is also a measure used to calculate the leverage ratio of the Company, which is a key financial ratio monitored and used by the Company and its investors. Adjusted EBITDA is defined as net income (loss), plus non-operating expenses, income tax expense (benefit), depreciation and amortization, assets loss (gain) on sales, impairments and other, restructuring costs and other, stock compensation and our 50% share of EBITDA from TNI and MNI, minus equity in earnings of TNI and MNI and curtailment gains.

 

Cash Costs represent a non-GAAP financial performance measure of operating expenses which are measured on an accrual basis and settled in cash. This measure is useful to investors in understanding the components of the Company’s cash-settled operating costs. Cash Costs can be used by financial statement users to assess the Company's ability to manage and control its operating structure. Cash Costs are defined as compensation, newsprint and ink and other operating expenses. Depreciation and amortization, assets loss (gain) on sales, impairments and other, other non-cash operating expenses and other expenses are excluded. Cash Costs also exclude restructuring costs and other, which are typically settled in cash.

 

Total Operating Revenue Less Cash Costs, or “margin”, represents a non-GAAP financial performance measure of revenue less total cash costs, also a non-GAAP financial measure. This measure is useful to investors in understanding the profitability of the Company after direct cash costs related to the production and delivery of products are paid. Margin is also useful in developing opinions and expectations about the Company’s ability to manage and control its operating cost structure in relation to its peers.

 

A table reconciling Adjusted EBITDA to net income, the most directly comparable measure under GAAP, is set forth below under the caption "Reconciliation of Non-GAAP Financial Measures".

 

The subtotals of operating expenses representing cash costs and total operating revenue less cash costs can be found in tables in Item 7, included herein, under the caption “Continuing Operations”.

 

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

(UNAUDITED)

 

The table below reconciles the non-GAAP financial performance measure of Adjusted EBITDA to net income, the most directly comparable GAAP measure:

 

(Thousands of Dollars)

 

2020

   

2019

   

2018

 
                         

Net Income

    (1,261 )     15,909       47,048  

Adjusted to exclude

                       

Income tax expense (benefit)

    4,104       7,931       (16,228 )

Non-operating expenses, net

    47,435       50,889       54,873  

Equity in earnings of TNI and MNI

    (3,403 )     (7,121 )     (9,249 )

Assets (gain) loss on sales, impairments and other

    (5,403 )     2,464       6,429  

Depreciation and amortization

    36,133       29,332       31,766  

Restructuring costs and other

    13,751       11,635       5,550  
Stock compensation     1,051       1,638       1,857  

Add:

                       
Ownership share of TNI and MNI EBITDA (50%)     4,764       8,811       9,883  

Adjusted EBITDA

    97,171       121,488       131,929  

 

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CRITICAL ACCOUNTING POLICIES

 

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions about future events that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ significantly from those estimates. We believe the following discussion addresses our most critical accounting policies, which are those that are important to the presentation of our financial condition and results of operations and require management's most subjective and complex judgments.

 

Intangible Assets, Other Than Goodwill

 

Local mastheads (e.g., publishing periodical titles and web site domain names) are not subject to amortization. Non-amortized intangible assets are tested for impairment annually on the first day of the fourth fiscal quarter or more frequently if events or changes in circumstances suggest the asset might be impaired.

 

The quantitative impairment test consists of comparing the fair value of each masthead or domain name with its carrying amount. We use a relief from royalty approach which utilizes a discounted cash flow model to determine the fair value of each masthead, domain name, or trade name. Management's judgments and estimates of future operating results in determining the intangibles fair values are consistently applied to each underlying business in determining the fair value of each intangible asset. In 2020, we recognized impairment charges of $972,000. No impairment was recorded in 2019 or 2018. Of our various mastheads, several have fair values that have little headroom over their carrying value and could experience impairment in the future if we do not achieve our revenue projections.

 

Our amortizable intangible assets consist mainly of customer relationships including subscriber lists and advertiser relationships. These asset values are amortized systematically over their estimated useful lives. Intangible assets subject to amortization are tested for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. The carrying amount of each asset group is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use of such asset group. There were no indicators of impairment on intangible assets subject to amortization in 2020, 2019 or 2018.

 

Future decreases in our market value, or significant differences in revenue, expenses or cash flows from estimates used to determine fair value, could result in additional impairment charges in the future.

 

Pension, Postretirement and Postemployment Benefit Plans

 

We, along with our subsidiaries, have various defined benefit retirement plans, postretirement plans and postemployment plans, under which substantially all of the benefits have been frozen in previous years.

 

We account for our pension, postretirement and postemployment plans in accordance with the applicable accounting guidance, which requires us to include the funded status of our pension plans in our balance sheets and to recognize, as a component of other comprehensive income (loss), the gains or losses that arise during the period but are not recognized in pension expense. The service cost component of net period benefit cost is reported on the Consolidated Statements of Income and Comprehensive Income and included in Compensation while all other components are included in other non-operating income/expense.

 

The determination of pension and postretirement plan obligations and expense is based on a number of actuarial assumptions. Two critical assumptions are the discount rates applied to pension and postretirement plan obligations and the expected long-term rate of return on plan assets.

 

The discount rate assumption is based on investment yields available at year-end on corporate bonds rated AA and above with a maturity to match the expected benefit payment stream. To determine the expected long-term rate of return on pension plan assets, we consider the current and expected asset allocations, as well as historical and expected returns on various categories of plan assets, input from the actuaries and investment consultants and long- term inflation assumptions. We used an assumption of 6.0% for 2020 for our expected return on pension plan assets and a 4.5% for 2020 for our postretirement and postemployment benefits.

 

The following table illustrates the sensitivity to a 50 basis point change in:

 

   

Effect on 2020 Pension

   

Effect on September 27, 2020

 
   

Expense

   

Liability

 

Pension discount rate(1)

  $     $ 24,734,000  

Postretirement and postemployment benefits discount rate(1)

  $     $ 3,800,000  

Pension expected rate of return on assets

  $ 1,142,000     $  

Postretirement and postemployment benefits expected rate of return on assets

  $ 126,000     $  

 

  (1)

Legacy Lee, defined as "the operating assets and results of operations of the Company prior to the Closing Date of BH Media and Buffalo News" Pension and Other Postretirement Plans have been frozen as of September 29, 2019.

 

18

 

Income Taxes

 

We are subject to income taxes in the U.S. and record our tax provision for the anticipated tax consequences in our reported results of operations. Tax laws are complex and subject to different interpretations by the taxpayer and respective government taxing authorities. Significant management judgment is required in determining our provision for income taxes, deferred tax assets and liabilities, and the valuation allowance recorded against our net deferred tax assets, if any.

 

Our current and deferred income tax provisions are calculated based on estimates and assumptions that could differ from the actual results reflected in income tax returns filed during the subsequent year. These estimates are reviewed and adjusted, if needed, throughout the year. Adjustments between our estimates and the actual results of filed returns are recorded when identified.

 

Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using currently enacted tax rates. Deferred income tax assets are recognized for deductible temporary differences and loss carryforwards and deferred income tax liabilities are recognized for taxable temporary differences. Temporary differences are the difference between the reported amounts of assets and liabilities and their tax basis. Deferred income tax assets are reduced by a valuation allowance when, in our opinion, it is more likely than not that some portion or all of the deferred income tax assets will not be realized. Deferred income tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

 

We recognize the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. We record interest and penalties related to unrecognized tax benefits as a component of income tax expense.

 

Business Combinations

 

Accounting for business combinations requires us to make significant estimates and assumptions, especially at the acquisition date, with respect to tangible and intangible assets acquired and liabilities assumed. We use our best estimates and assumptions to accurately assign fair value to the tangible and intangible assets acquired and liabilities assumed at the acquisition date as well as the useful lives of those acquired intangible assets. The Company prepared its initial estimates of the fair values of intangible assets utilizing the multi-period excess earnings method for customer-related intangible assets and the relief from royalty method for indefinite lived masthead assets. Examples of critical estimates in valuing certain of the intangible assets and goodwill we have acquired include but are not limited to:

 

 

future expected cash flows from subscription, advertising and commercial print relationships and related assumptions about future revenue growth and customer retention;

 

discount rates; and

 

royalty rates used to value acquired mastheads.

 

Additional information regarding our accounting for business combinations can be found in Note 1.

 

IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

 

In June 2016, the FASB issued a new standard to replace the incurred loss impairment methodology under current GAAP with a methodology that reflects expected credit losses and requires consideration of a wider array of reasonable and supportable information to inform and develop credit loss estimates. We will be required to use a forward-looking expected credit loss model for both accounts receivables and other financial instruments. The new standard will be adopted beginning September 28, 2020 using a modified retrospective approach through a cumulative-effect adjustment to retained earnings as of the effective date to align our credit loss methodology with the new standard. We are still evaluating the impact of this standard.

 

CERTAIN MATTERS AFFECTING CURRENT AND FUTURE OPERATING RESULTS

 

The following items affect period-over-period comparisons from 2020 to 2019 and will continue to affect period-over-period comparisons for future results.

 

Acquisitions and Divestitures

 

 

In March 2020, we completed the acquisition of BH Media and Buffalo News for a purchase price of $140,000,000. The acquisition was funded by a 25-year Term Loan with BH Finance, in an aggregate principal amount of $576,000,000 at a 9% annual rate (referred to herein as "Credit Agreement" and "Term Loan"), as part of a broader comprehensive refinancing of all of our then outstanding debt.

 

 

In the 13 weeks ended March 2020, we disposed of substantially all of the assets of certain of our smaller properties, including four daily newspapers and related print and digital publications, for an aggregate sales price of $3,950,000.

 

Impacts of COVID-19

 

With the outbreak of COVID-19 and the declaration of a pandemic by the World Health Organization on March 11, 2020, governments implemented a combination of shelter-in-place orders and other recommendations severely limiting or restricting economic activity in our local markets. Certain aspects of our operating results have experienced lower revenue and profitability over the last several years and these trends are expected to continue in the future; however, the pandemic and government restrictions caused significant and immediate declines in demand for certain of our products and services, and ultimately in advertising revenue.

 

The COVID-19 pandemic has had and the Company expects that it will continue to have a significant negative impact, in the near term, on the Company's business and operating results. The long-term impact of the COVID-19 pandemic will depend on the length, severity and recurrence of the pandemic, the availability of antiviral medications and vaccinations, the duration and extent of government actions designed to combat the pandemic, as well as changes in consumer behavior, all of which are highly uncertain. Despite the significant negative impacts on our operating results, we have operated uninterrupted in providing local news, information and advertising in our print and digital editions.

 

19

 

In combination with our acquisition integration, ongoing business transformation and addressing the continued effects of COVID-19 on our operating results, we continued to implement measures to solidify our relationship with our local advertisers, reduce our cost structure and preserve liquidity, and as a result expect to achieve $100 million in cost reductions from December 2019 through September 2021. These reductions will be achieved by centralizing certain business functions and systems and reducing duplicate cost structures across the combined organization. The Company believes these initiatives will allow us to meet our commitments; however, they may not be sufficient to fully offset the negative impact of the COVID-19 pandemic on the Company's business and results of operations.

 

CONTINUING OPERATIONS

 

Operating results, as reported in the Consolidated Financial Statements, are summarized below:

 

(Thousands of Dollars and Shares, Except Per Share Data)

 

2020

   

2019

   

Percent Change

   

2018

   

Percent Change

 
Advertising and marketing services revenue     289,655       265,933       8.9       303,446       (12.4 )
Subscription     265,939       186,691       42.4       195,108       (4.3 )
Other     62,410       57,230       9.1       45,401       26.1  
Total operating revenue     618,004       509,854       21.2       543,955       (6.3 )

Operating expenses:

                                       
Compensation     243,023       182,869       32.9       199,164       (8.2 )
Newsprint and ink     24,243       22,237       9.0       24,949       (10.9 )

Other operating expenses

    259,382       193,709       33.9       199,653       (3.0 )
Cash costs     526,648       398,815       32.1       423,766       (5.9 )
Total operating revenue less cash costs     91,356       111,039       (17.7 )     120,189       (7.6 )
Depreciation and amortization     36,133       29,332       23.2       31,766       (7.7 )
Assets (gain) loss on sales, impairments and other     (5,403 )     2,464       NM       6,429       (61.7 )
Restructuring costs and other     13,751       11,635       18.2       5,550       NM  
Operating expenses     571,129       442,246       29.1       467,511       (5.4 )
Equity in earnings of associated companies     3,403       7,121       (52.2 )     9,249       (23.0 )
Operating income     50,278       74,729       (32.7 )     85,693       (12.8 )

Non-operating income (expense):

                                       
Interest expense     (47,743 )     (47,488 )     0.5       (52,842 )     (10.1 )
Debt financing and administrative cost     (11,966 )     (7,214 )     65.9       (5,311 )     35.8  
Other, net     12,274       3,813       NM       3,280       16.3  
Non-operating expenses, net     (47,435 )     (50,889 )     (6.8 )     (54,873 )     (7.3 )
Income before income taxes     2,843       23,840       (88.1 )     30,820       (22.6 )
Income tax (benefit) expense     4,104       7,931       (48.3 )     (16,228 )     NM  
Net (loss) income     (1,261 )     15,909       NM       47,048       (66.2 )

Net income attributable to non-controlling interests

    (1,845 )     (1,641 )     12.4       (1,282 )     28.0  
(Loss) income attributable to Lee Enterprises, Incorporated     (3,106 )     14,268       NM       45,766       (68.8 )
Other comprehensive income (loss), net of income taxes     9,064       (17,368 )     NM       4,322       NM  
Comprehensive income (loss) attributable to Lee Enterprises, Incorporated     5,958       (3,100 )     NM       50,088       NM  
                                         

Earnings per common share:

                                       
Basic     (0.05 )     0.26       NM       0.84       (69.3 )
Diluted     (0.05 )     0.25       NM       0.82       (69.5 )

 

Due to our fiscal calendar, 2020 and 2019 were each comprised of 52 weeks, while 2018 was comprised of 53 weeks. Additionally, we acquired or disposed of certain properties in each of 2020, 2019 and 2018.

 

OPERATING REVENUE

 

Revenue Comparison 2020-2019

 

Total operating revenue totaled $618,004,000 in 2020, up $108,150,000, or 21.2%, compared to 2019. Total operating revenue increased primarily due to acquired revenue of $203,039,000.

 

Advertising and marketing services revenue was $289,655,000 in 2020, up 8.9% compared to the prior year, including $82,246,000 from acquired Advertising and marketing services revenue. Local and national retail Advertising revenue was $211,701,000, up 6,677,000 from 2019. The increase is due to $56,863,000 of acquired local and national revenue. Classifieds revenue was $75,754,000, up $14,845,000 from 2019. The increase is due to acquired classified revenue of $25,267,000. Digital advertising and marketing services totaled $106,491,000 in 2020 and represented 36.8% of 2020 total advertising and marketing services revenue, partially offsetting print declines. The increase in all categories of advertising were partially offset by the continued downward trend in print advertising demand and the impacts of COVID-19.

 

Subscription revenue totaled $265,939,000 in 2020, or up 42.4%, the increase is due to acquired revenue of $104,499,000, offset by lower paid print circulation units, consistent with industry trends and timing of price increases. As of September 2020, we now have 244,000 digital-only subscribers, in which 92,000 were acquired as part of the Transactions.

 

20

 

Other revenue, which primarily consist of digital services from TownNews, commercial printing revenue and until March 16, 2020, revenue from the Management Agreement, totaled $62,410,000, a 9.1% increase compared to 2019. Other revenue in 2020 included $16,270,000 of acquired revenue, primarily from commercial printing. Investments in video and streaming technology expanded product offerings that helped gain market share in publishing and broadcast, and increased revenue.

 

On a stand-alone basis, revenue at TownNews totaled $25,048,000, an increase of 10.7%. Investments in video and streaming technology increased product offerings that helped gain market share in publishing and broadcast.

 

Total digital revenue including digital advertising revenue, digital subscription revenue and digital services revenue totaled $164,259,000 in 2020, an increase of 13.6% over 2019, and represented 26.6% of our total operating revenue in 2020. The increase was due to acquired digital revenue of $21,927,000.

 

Equity in earnings of TNI and MNI decreased $3,718,000 in 2020.

 

Revenue Comparison 2019-2018

 

Total operating revenue was $509,854,000 in 2019 or down 6.3%, attributed to continued softness in the demand for print advertising, increases in digital revenue especially TownNews helped offset the declines.

 

Advertising and marketing services revenue was $265,933,000 in 2019, down 12.4%. The decline is due to reduced print advertising demand, specifically among national retailers, big box stores and classifieds consistent with general trends adversely affecting the publishing industry. Digital advertising and marketing services totaled $100,007,000 in 2019 and represented 37.6% of 2019 total advertising and marketing services revenue, partially offsetting print declines.

 

Subscription revenue totaled $186,691,000 in 2019, or down 4.3% 2019. The decrease is attributed to volume declines in full access subscriptions reflecting general industry trends, partially offset by strategic pricing initiatives due to our premium content and a 79.1% increase in digital-only subscribers. As of September 2019, we had 91,000 digital only subscribers.

 

Other revenue increased $11,829,000, or 26.1%, in 2019. Management agreement revenue totaled $12,589,000 in 2019 compared to $1,331,000 in 2018 due to a full year under the agreement with BHMG (as defined above). Digital services revenue, which is predominately TownNews, increased 20.3%, in 2019 due to product expansion and market share gains. The increases were partially offset by revenue declines in commercial printing and third party delivery due to a reduction in print volume.

 

On a stand-alone basis, revenue at TownNews totaled $22,627,000, an increase of 20.1%, excluding the 53rd week of operations in 2018. Investments in video and streaming technology increased product offerings that helped gain market share in publishing and broadcast. Excluding intercompany activity, revenue at TownNews increased 24% in 2019.

 

Total digital revenue including digital advertising revenue, digital subscription revenue and digital services revenue totaled $144,646,000 in 2019, an increase of 4.0% over 2018, and represented 28.4% of our total operating revenue in 2019.

 

Equity in earnings of TNI and MNI decreased $2,128,000 in 2019.

 

OPERATING EXPENSES

 

Operating Expense Comparison 2020-2019

 

Total operating expenses were $571,128,000, a 29.1% increase compared to 2019, which included $193,805,000 in operating expenses from acquisitions. Cash costs were $526,647,000 a 32.1% increase compared to 2019, which included $176,763,000 of acquired Cash Costs. 

 

Compensation expense increased $60,154,000 in 2020, or a 32.9% increase compared to 2019. This increase was attributable to $86,121,000 of acquired compensation expense, partially offset by expense and FTE reductions tied to business transformation projects. In response to the COVID-19 outbreak, we issued furloughs or compensation reductions for all employees resulting in a temporary $10,000,000 reduction in operating expenses.

 

Newsprint and ink costs increased $2,006,000 in 2020, or a 9% increase compared to 2019. This increase is attributable to acquired newsprint and ink expenses of $10,643,000, offset by declines in newsprint volume and prices and outsourcing of our printing. See Item 7A, “Commodities”, included herein, for further discussion and analysis of the impact of newsprint on our business.

 

Other operating expenses increased $65,672,000 in 2020, or a 33.9% increase compared to 2019. Other operating expenses include all operating costs not considered to be compensation, newsprint, depreciation and amortization, or restructuring costs and other. The largest components are costs associated with printing and distribution of our printed products, digital cost of goods sold and facility expenses. The increase is attributable to $79,948,000 of acquired other operating expenses and increases in digital investments, partially offset by lower delivery and other print-related costs due to lower volumes of our print editions.

 

Restructuring costs and other totaled $13,751,000 and $11,635,000 in 2020 and 2019, respectively. In 2020 and 2019, restructuring costs and other include an estimate of costs related to withdrawals from certain of our multiemployer pension plans totaling $4,400,000 and $3,836,010, respectively. The remaining restructuring costs in 2020 and 2019 are predominately severance.

 

Depreciation expense increased $2,890,000, or 23.1%, in 2020. Amortization expense increased $3,911,000, or 23.2%, in 2020.

 

Assets loss (gain) on sales, impairments and other was a net gain of $5,403,000 in 2020 compared to net expense of $2,464,000 in 2019. 

 

The factors noted above resulted in operating income of $50,278,000 in 2020 compared to $74,729,000 in 2019.

 

21

 

Operating Expense Comparison 2019-2018

 

Operating expenses decreased $25,265,000, or 5.4%, in 2019 due to business transformation projects, outsourcing of certain production operations and reductions in legacy print expenses. The 53rd week of operations added $6,875,000 of operating expenses in 2018. Cash costs decreased 5.9% compared to 2018.

 

Compensation expense was down $16,295,000, or 8.2%, due to a 10.9% reduction in FTE's with compensation increases offsetting the declines in headcount. Business transformation projects and outsourcing helped drive efficiencies and reduced headcount and compensation expense.

 

Newsprint and ink costs were down $2,712,000, or 10.9%, attributed to a same property basis decrease of 8.9%, due to a 12.3% reduction in newsprint volume from print volume declines partially offset by higher average prices. Average newsprint prices increased the first half of 2019 and declined the second half end the year with prices ending 2019 at their lowest levels. See Item 7A, "Commodities", included herein, for further discussion and analysis of the impact of newsprint on our business.

 

Other operating expenses were down $5,944,000, or 3.0%, due to a same property basis decrease of 3.7%. The largest components are costs associated with printing and distribution of our printed products, digital cost of goods sold and facility expenses. Cost reductions were primarily related to lower delivery and other print-related costs due to lower volumes of our print editions, offset in part by costs associated with growing digital revenue.

 

Restructuring costs and other totaled $11,635,000 and $5,550,000 in 2019 and 2018, respectively. In 2019, restructuring costs and other include an estimate of costs related to withdrawals from certain multiemployer plans totaling $3,386,010. The remaining restructuring costs in 2019 and 2018 are predominately severance.

 

Depreciation expense decreased $2,049,000, or 14.1% in 2019. Amortization expense decreased $385,000, or 2.2%, in 2019.

 

Assets loss (gain) on sales, impairments and other was a net expense of $2,464,000 in 2019 compared to $6,429,000 in 2018. We recognized a $2,464,000 loss on sale of assets in 2019 compared to an $8,193,000 loss in 2018. We recorded $267,000 of non-cash impairment charges in 2018, and also in 2018, we recognized curtailment gains of $2,031,000 from the elimination of an unfunded employee benefit plan.

 

The factors noted above resulted in operating income of $74,729,000 in 2019 compared to $85,693,000 in 2018.

 

NON-OPERATING INCOME AND EXPENSES

 

Non-operating Income and Expense Comparison 2020-2019

 

Interest expense increased $255,000, or 0.5%, to $47,743,000 in 2020 due to additional debt related to the 2020 acquisition. Our weighted average cost of debt, excluding amortization of debt financing cost, was 9.0% in 2020 and 10% in 2019. The reduction of the weighted average cost of debt is due to the 2020 Refinancing. We recognized $11,966,000 of debt financing and administrative costs in 2020 compared to $7,214,000 in 2019. The majority of costs represent accelerated amortization of refinancing costs paid in 2014.

 

Included in other non-operating income and expense is income related to our defined benefit pension plans and other post-employment benefit plans, which totaled $3,830,000 and $2,847,000 in 2020 and 2019, respectively.

 

Other non-operating income/expense also includes a $7,600,000 realized gain on the sale of a private equity investment and a fair value adjustment related to the Warrants. As more fully discussed in Note 6 of the Notes to the Consolidated Financial Statements, included herein, we recorded a liability for the Warrants, issued in connection with the Warrant Agreement. We re-measure the liability to fair value each reporting period, with changes reported in other non-operating income (expenses). Due to the fluctuation in the price of our Common Stock and changes in interest rates, the estimated fair value of the warrant liability can change each period. We recorded non-operating income of $832,000 and $612,000 in 2020 and 2019 respectively, due to the change in fair value of the Warrants.

 

Non-operating Income and Expense Comparison 2019-2018

 

Interest expense decreased $5,354,000, or 10.1%, to $47,488,000 in 2019 due to lower debt balances. Our weighted average cost of debt, excluding amortization of debt financing cost, was 10% in 2019 and 2018

 

We recognized $7,214,000 of debt financing and administrative costs in 2019 compared to $5,311,000 in 2018. The majority of costs represent amortization of refinancing costs paid in 2014, as well as an adjustment of $1,309,000 as discussed in Note 6 of the Notes to the Consolidated Financial Statements, included herein.

 

Included in other non-operating income and expense is income related to our defined benefit pension plans and other post-retirement benefit plans, which totaled $2,847,000 and $2,830,000 in 2019 and 2018, respectively.

 

As more fully discussed in Note 6 of the Notes to the Consolidated Financial Statements, included herein, we recorded a liability for the Warrants, issued in connection with the Warrant Agreement. We re-measure the liability to fair value each reporting period, with changes reported in other non-operating income (expenses). Due to the fluctuation in the price of our Common Stock, and changes in interest rates, the estimated fair value of the warrant liability can change each period. We recorded non-operating income of $612,000 in 2019 and non-operating expense of $226,000, in 2018, due to the change in fair value of the Warrants.

 

22

 

 

INCOME TAX EXPENSES

 

On December 22, 2017, comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (2017 Tax Act) was signed into law. Among other provisions, the 2017 Tax Act reduces the federal statutory corporate income tax rate from 35% to 21%. The reduction of the corporate tax rate caused us to re-measure our deferred tax assets and liabilities to the lower federal base rate of 21%. We reported a discrete adjustment from revaluing our deferred tax assets and liabilities resulting in a net decrease in income tax expense of $24,872,000 for the 53 weeks ended September 30, 2018.

 

In 2020, we recorded income tax expense of $4,103,000, or 144.3% of pretax income and in 2019, we recorded an income tax expense of $7,931,000, or 33.3% of pretax income. In 2018, we recorded an income tax benefit of $16,228,000, or 52.7% of pre-tax income. Excluding the impact from the 2017 Tax Act, the effective income tax rate for 2018 was 28.0%. See Note 12 of the Notes to the Consolidated Financial Statements, included herein, for a discussion of the difference between the expected federal income tax rate and the actual tax rates.

 

NET INCOME AND EARNINGS PER SHARE

 

Net loss was $1.3 million in 2020 compared to net income of $15.9 million in 2019. The decrease in net income is predominately due to a reduction in operating income. In 2018, net income was $47.1 million. Net income in 2018 was also impacted by the 2017 Tax Act.

 

Diluted loss per share was $0.05 per share in 2020 compared to Diluted earnings per share of $0.25 per share in 2019. In 2018, diluted earnings per share were $0.82 per share. 

 

LIQUIDITY AND CAPITAL RESOURCES

 

Our operations have historically generated strong positive cash flow are expected to provide sufficient liquidity, together with cash on hand, to meet our requirements, primarily operating expenses, interest expense and capital expenditures. A summary of our cash flows is included in the narrative below.

 

Operating Activities

 

Cash provided by operating activities totaled $49,869,000 in 2020 compared to $57,676,000 in 2019 due to a net loss of $1,261,000 in 2020 compared net income of $15,909,000 in 2019. The decline in net income is primarily the result of continued softening of the print advertising environment.

 

Cash provided by operating activities totaled $57,676,000 in 2019 compared to $59,296,000 in 2018 due to a decline in net income to $15,909,000 in 2019 from $22,176,000 in 2018, after adjusting for the 2018 Tax Act impact of $24,872,000. The decline in net income is primarily a result of the continued softening of the print advertising environment. 

 

Pension liabilities, net of plan assets, totaled $71,509,000 as of September 27, 2020. Contributions to pension plans totaled $6,131,000 in 2020. Contributions to pension plans are expected to total $3,190,000 in 2021.

 

Investing Activities

 

Cash required for investing activities totaled $118,176,000 in 2020 and $10,933,000 in 2019. Capital spending totaled $8,096,000 and $5,901,000 in 2020 and 2019, respectively. Proceeds from sales of assets totaled $21,710,000 and $1,501,000 in 2020 and 2019, respectively. 2020 and 2019 included $130,985,000 and 6,543,000, respectively, in spending related to acquisitions.

 

Cash required for investing activities totaled $10,933,000 in 2019 and $72,000 in 2018. Capital spending totaled $5,901,000 and $6,025,000 in 2019 and 2018, respectively. Proceeds from sales of assets totaled $1,501,000 in 2019 and $6,623,000 in 2018, respectively.

 

We anticipate that funds necessary for capital expenditures, which are expected to be $9,600,000 in 2021, and other requirements, will be available from internally generated funds.

 

Financing Activities

 

Cash required for financing activities totaled $43,478,000 in 2019 and $64,465,000 in 2018, while cash provided by financing activities totaled $93,395,000 in 2020. Debt reduction accounted for the majority of the usage of funds in 2019 and 2018, while proceeds from the 2020 Refinancing accounted for the funds provided in the 2020 period.

 

Debt is summarized as follows:

 

                   

Interest Rates (%)

 
   

September 27

   

September 29

   

September 27

 

(Thousands of Dollars)

 

2020

   

2019

   

2020

 
                         

Term Loan

    538,290             9.00  

Revolving Facility

                 
1st Lien Term Loan                  

Notes

          363,420        

2nd Lien Term Loan

          80,207        
      538,290       443,627          

Unamortized debt issue costs

          (11,282 )        

Less current maturities of long-term debt

    13,733       2,954          

Total long-term debt

    524,557       429,391          

 

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At September 27, 2020, our weighted average cost of debt, excluding amortization of debt financing costs, is 9.0%.

 

Excluding payments required from the Company's future excess cash flow (as defined in the Credit Agreement), the only required principal payments include payments from net cash proceeds from asset sales (as defined in the Credit Agreement) and payments upon certain instances of change in control. Current maturities of long-term debt shown above are from excess cash flows. There are no other scheduled mandatory principal payments required under the Credit Agreement.

 

Liquidity

 

Pursuant to the terms of the Credit Agreement, our new debt does not include a revolver.

 

Our liquidity, consisting of cash on the balance sheet, totals $33,733,000 at September 27, 2020. This liquidity amount excludes any future cash flows. Including current maturities of long-term debt of $13,733,000, our liquidity, consisting of cash on the balance sheet is $20,000,000. We expect all interest and principal payments due in the next twelve months will be satisfied by existing cash and our cash flows, which will allow us to maintain an adequate level of liquidity.

 

The Warrants, as defined in Note 6, if and when exercised, would provide additional liquidity in an amount up to $25,140,000, which is not considered in the calculation of Excess Cash Flow.

 

At September 27, 2020, the principal amount of our outstanding debt totals $538,290,000. For the last twelve months ending September 27, 2020, the principal amount of our debt, net of cash, is 4.15 times our Pro-forma Adjusted EBITDA. 

 

The 2020 Refinancing as defined in Note 6 significantly extended our debt maturity profile with final maturity of our debt in 2045.

 

In February 2020 our filing of a replacement Form S-3 registration statement ("Shelf") with the SEC was declared effective and expires February 2023. The Shelf registration gives us the flexibility to issue and publicly distribute various types of securities, including preferred stock, common stock, warrants, secured or unsecured debt securities, purchase contracts and units consisting of any combination of such securities, from time to time, in one or more offerings, up to an aggregate amount of $750,000,000. SEC issuer eligibility rules require us to have a public float of at least $75,000,000 in order to use the Shelf. As of September 27, 2020, we are not in a position to use our Shelf.

 

Other Matters

 

Cash and cash equivalents increased $25,088,000 in 2020, increased $3,265,000 in 2019 and decreased $5,241,000 in 2018.

 

SEASONALITY

 

Our largest source of publishing revenue, retail advertising, is seasonal and tends to fluctuate with retail sales in markets served. Historically, retail advertising is higher in the December and June quarters. Advertising and marketing services revenue is lowest in the March quarter.

 

Quarterly results of operations are summarized in Note 19 of the Notes to Consolidated Financial Statements, included herein.

 

INFLATION

 

Price increases (or decreases) for our products are implemented when deemed appropriate by us. We continuously evaluate price increases, productivity improvements, sourcing efficiencies and other cost reductions to mitigate the impact of inflation.

 

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CONTRACTUAL OBLIGATIONS

 

The following table summarizes our significant contractual obligations at September 27, 2020

 

(Thousands of Dollars)

 

Payments (or Commitments) Due (Years)

 
           

Less

                   

More

 

Nature of Obligation

 

Total

   

Than 1

      1-3       3-5    

Than 5

 
                                         

Debt (Principal Amount) (1)