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United States securities and exchange commission logo
January 31, 2022
Timothy Millage
Vice President, Chief Financial Officer and Treasurer
Lee Enterprises, Inc
4600 E 53rd Street
Davenport, Iowa 52807
Re: Lee Enterprises,
Inc
Form 10-K for the
fiscal year ended September 26, 2021
File No. 001-06227
Dear Mr. Millage:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for the year ended September 26, 2021
Cover Page
1. We note from your Form
10-K that the aggregate market value of your common stock
held by non-affiliates
was approximately $142 million at March 31, 2021. In this regard, it
appears you meet the
threshold for an accelerated filer rather than a non-accelerated filer.
Refer to Rule 12b-2 of
Exchange Act.
Management's Discussion and Analysis of Financial Condition and Results
of Operations
Non-GAAP Financial Meaures, page 13
2. We note your
presentation of cash costs and total operating revenue less cash costs in the
table on page 16. Your
presentation of cash costs and total operating revenue less cash
costs within your table
of operating results, as reported in the consolidated financial
statements is not
appropriate as it gives the appearance that the measures have been
prepared in accordance
with GAAP. Please remove or alternatively, you may revise
to separately present
the non-GAAP measures below your GAAP income statement, and
Timothy Millage
Lee Enterprises, Inc
January 31, 2022
Page 2
clearly identify the measures as non-GAAP. Further, revise your filing
to include
reconciliations for both non-GAAP measures to the most directly
comparable GAAP
measure. Lastly, please revise your MD&A to precede the disclosure of
non-GAAP
measures with your Results of Operations disclosure, which is
presented on a GAAP
basis, to avoid giving undue prominence to the non-GAAP measures.
Refer to Question
102.10 of the C&DI on Non-GAAP Financial Measures.
Significant Accounting Policies, page 30
3. We not that you appear to operate in one segment. Please tell us and
revise your notes to
the consolidated financial statements to disclose the factors used to
identify your
reportable segment, including the basis of organization, and whether
operating segments
have been aggregated into one reportable segment. Refer to ASC 280-10-
50-21.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Charles Eastman at 202-551-3794 or Jean Yu at
202-551-3305 with any
questions.
FirstName LastNameTimothy Millage Sincerely,
Comapany NameLee Enterprises, Inc
Division of
Corporation Finance
January 31, 2022 Page 2 Office of
Manufacturing
FirstName LastName