CUSIP No. 523768406
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Page 2 of 8 Pages
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1
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NAMES OF REPORTING PERSONS
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Cannell Capital LLC
I.R.S. Identification Nos. of above persons (entities only)
94-3366999
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC/OO |
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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USA |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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402,671
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8
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SHARED VOTING POWER
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0
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9
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SOLE DISPOSITIVE POWER
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402,671
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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402,671
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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6.84%*
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IA
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* Based on information set forth on the 10-Q of Lee Enterprises, Inc., (the “Company”, “Registrant”, or “LEE”) as filed with the Securities and Exchange Commission on August 6, 2021, there were 5,888,983 shares of Class A Common Stock par value $0.01 per share (the “Shares”), of the Company issued and outstanding as of July 31, 2021.
As of August 24, 2021 (the “Reporting Date”), Tristan Partners, L.P. (“Tristan”), the Tristan Offshore Fund Ltd. (“Tristan Offshore”), and Tonga Partners, L.P. (“Tonga”), over which J. Carlo Cannell has investment discretion ( Tonga, Tristan and Tristan Offshore, the “Investment Vehicles”), held in the aggregate 402,671 Shares.
CUSIP No. 523768406
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Page 3 of 8 Pages
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1
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NAMES OF REPORTING PERSONS
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I.R.S. Identification Nos. of above persons (entities only) J. Carlo Cannell |
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC/OO |
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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USA |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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402,671 |
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8
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SHARED VOTING POWER
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0 |
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9
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SOLE DISPOSITIVE POWER
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402,671 |
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10
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SHARED DISPOSITIVE POWER
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0 |
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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402,671 |
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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6.84%* |
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN |
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* Based on information set forth on the Form 10-Q of Company as filed with the Securities and Exchange Commission on August 6, 2021, there were 5,888,983 shares of Class A Common Stock par value $0.01 per Share of Company issued and outstanding as of July 31, 2021.
As of Reporting Date the Investment Vehicles held in the aggregate 402,671 Shares.
CUSIP No. 523768406 | Page 4 of 8 Pages |
Cannell Capital LLC acts as the investment adviser to to Tonga, Tristan, and Tristan Offshore. Mr. J. Carlo Cannell is the sole managing member of Cannell Capital LLC. The Reporting Person possesses the sole power to vote and to direct the disposition of the Shares held by the Investment Vehicles.
Item 1. Security and Issuer | |||||||||||
The title of the class of equity securities to which this Schedule 13D relates is the Common Stock par value $0.01 per share of Lee Enterprises, Inc., a Delaware corporation. The address of the principal executive offices of the Company is 4600 E. 53rd Street, Davenport, IA 52807. |
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Item 2. Identity and Background | |||||||||||
a) |
The name of the Reporting Person is J. Carlo Cannell (the “Reporting Person”). The Reporting Person is the sole managing member of Cannell Capital LLC and investment adviser to the following entities: Tonga Partners, L.P. Tristan Partners, L.P. Tristan Offshore Fund, Ltd. Set forth in the attached Annex "A" and incorporated herein by reference is a listing of the directors, general partners, managing members and controlling persons of the Reporting Person and the Investment Vehicles (collectively, the “Covered Persons”), and sets forth the principal occupation, citizenship and principal place of business of each Covered Person. |
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b) |
The principal business address of the Reporting Person is: 245 Meriwether Circle Alta, WY 83414 |
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c) |
The principal business of the Reporting Person is the performance of investment management and advisory services. The principal business of the Investment Vehicles is investment in securities. |
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d) |
Neither the Reporting Person, nor to the best of its knowledge, any of the Investment Vehicles, has, in the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
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e) |
Neither the Reporting Person, nor to the best of its knowledge, any of the Investment Vehicles, has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgement, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws. |
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f) |
The place of organization of the Reporting Person is as follows: The citizenship of each Covered Person is set forth on the attached Annex A and incorporated herein by reference. Mr. J. Carlo Cannell is the Managing Member of Cannell Capital LLC, a Wyoming limited liability company. |
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Item 3. Source and Amount of Funds or Other Consideration | |||||||||||
The securities to which this statement relates were acquired by the Reporting Person using the working capital of each Investment Vehicle as follows: Tonga Partners, L.P.: $17,386 Tristan Partners, L.P.: $6,530,756 Tristan Offshore Fund, Ltd.: $2,904,662 The Investment Vehicles have invested an aggregate amount of approximately $9,452,804 in the Shares. |
CUSIP No. 523768406 | Page 5 of 8 Pages |
Item 4. Purpose of Transaction | |||||||||||
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CUSIP No. 523768406 | Page 6 of 8 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: August 31, 2021 | ||
Cannell Capital LLC |
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By: /s/ J. Carlo Cannell |
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Name: J. Carlo Cannell | ||
Title: Managing Member |
CUSIP No. 523768406
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Page 7 of 8 Pages
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J. Carlo Cannell
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Name:
Title or Relationship with Reporting Person:
Principal Occupation or Employment:
Citizenship or Jurisdiction of Organization:
Principal Place of Business:
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J. Carlo Cannell
Managing Member
Investment Management
Wyoming, United States
(1)
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Cannell Capital LLC
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Name:
Title or Relationship with Reporting Person:
Principal Occupation or Employment:
Citizenship or Jurisdiction of Organization:
Principal Place of Business:
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J. Carlo Cannell
Managing Member
Investment Management
Wyoming, United States
(1)
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Tonga Partners, L.P.
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Name:
Title or Relationship with Reporting Person:
Principal Occupation or Employment:
Citizenship or Jurisdiction of Organization:
Principal Place of Business:
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Cannell Capital LLC
Investment Adviser and General Partner
Investment Management
Wyoming, United States
(1)
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Tristan Partners, L.P.
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Name:
Title or Relationship with Reporting Person:
Principal Occupation or Employment:
Citizenship or Jurisdiction of Organization:
Principal Place of Business:
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Cannell Capital LLC
Investment Adviser and General Partner
Investment Management
Wyoming, United States
(1)
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Tristan Offshore Fund, Ltd.
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Name:
Title or Relationship with Reporting Person:
Principal Occupation or Employment:
Citizenship or Jurisdiction of Organization:
Principal Place of Business:
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Cannell Capital LLC
Investment Adviser
Investment Management
Cayman Islands
(2)
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CUSIP No. 523768406
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Page 8 of 8 Pages
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1)
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Each of them is individually eligible to use the Schedule 13D to which this Exhibit is attached, and such Schedule 13D is filed on behalf each of them;
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2)
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Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the
completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
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Dated: August 31, 2021 | ||
By: /s/ J. Carlo Cannell
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Name: J. Carlo Cannell
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Cannell Capital LLC
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By: /s/ J. Carlo Cannell |
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Name: J. Carlo Cannell | ||
Title: Managing Member
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Cannell Capital LLC
_____________
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August 31, 2021
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$ million, FY SEP
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2025 Value
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Valuation Rationale
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Amplified Digital Agency
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150
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1x 2025E Sales of $150 million
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TownNews.com
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581
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25x 2025E EBITDA of $28 million (83% stake)
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Digital Subscriptions
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1,157
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900,000 subscribers for $1,285 each
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1,887
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Net Debt
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189
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Mkt Cap
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1,698
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Per Share
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$
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250
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(FY SEP; $ Million)
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2018
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2019
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2020
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2021 YTD
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EBITDA Margin
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24.7%
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24.2%
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15.7%
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15.1%
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FCF Margin
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9.4%
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9.7%
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6.8%
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6.2%
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Lee Enterprises Insider Ownership
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% Out
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Mary E Junck
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2.9%
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Herbert W Moloney
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2.4%
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Gregory P Schermer
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2.4%
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Kevin D Mowbray
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1.6%
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Brent M Magid
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0.3%
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Steven C Fletcher
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0.1%
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David T Pearson
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0.1%
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(FY SEP, 2021E, $ Million)
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LEE
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BZFD
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NYT
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Sales
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$
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823
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$
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521
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$
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2,033
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% YoY
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0.4
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%
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24.0
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%
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14.0
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%
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EBITDA
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118
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57
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206
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% Margin
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14
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%
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11
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%
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10
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%
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Unique Visitors (million)
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49
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38
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166
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Market Capitalization
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130
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1,702
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8,518
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Market Cap / Unique Visitor
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2.7
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44.8
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51.3
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EV / Sales
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0.7
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2.9
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3.7
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EV / EBITDA
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5.0
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26.7
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23.8
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Market Cap / EBITDA
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1.1
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29.7
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41.3
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a. |
Breakdown of revenue and expenses by print/digital/other;
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b. |
Print advertising revenue and volume and rate;
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c. |
Online advertising with volume and rate history;
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d. |
Print circulation revenue with volume and rate;
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e. |
Digital subscription revenue with volume and rate; and
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f. |
Newsprint - tons used, rate per ton and waste.
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