8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  May 10, 2019

_______________________________________________________________________

LEE ENTERPRISES, INCORPORATED

(Exact name of Registrant as specified in its charter)

_______________________________________________________________________

Commission File Number 1-6227

Delaware (State of Incorporation) 42-0823980 (I.R.S. Employer Identification No.)

201 N. Harrison Street, Davenport, Iowa 52801

(Address of Principal Executive Offices)

(563) 383-2100

Registrant’s telephone number, including area code

_____________________________________________________________________________________

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

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

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

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

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

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company [ ]

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

Item 7.01. Regulation FD Disclosure.

The supplemental financial information is furnished as Exhibit 99.1 to this Form 8-K and is hereby incorporated by reference. The information in this report shall not be treated as filed for purposes of the Securities Exchange Act of 1934, as amended.

Lee Legacy only and Pulitzer Inc. ("Pulitzer") only supplemental financial information is being provided because it is a required reporting covenant in the debt agreements of the Company. Lee Legacy constitutes the business of the Company, including its 50% interest in Madison Newspapers, Inc. ("MNI"), but excluding Pulitzer and the Company’s 50% interest in TNI Partners ("TNI").

The Lee Legacy and Pulitzer separate income statement presentations are not prepared in accordance with Generally Accepted Accounting Principles ("GAAP") as non-operating income (expense) and income tax expense are allocations of the consolidated balances and have not been prepared in accordance with Accounting Standards Codification 280: Segment Reporting. This presentation is only intended to be used for purposes of complying with covenants under the Company's debt agreements and should not be used as a substitute for the Company's consolidated financial statements prepared in accordance with GAAP. Refer to the Company's consolidated financial statements prepared in accordance with GAAP as periodically filed on Form 10-Q and Form 10-K with the Securities and Exchange Commission.

Item 9.01. Financial Statements and Exhibits.

(d)	Exhibits
	99.1	Supplemental Financial Information – Second fiscal quarter ended March 31, 2019

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

			LEE ENTERPRISES, INCORPORATED
			/s/ Timothy R. Millage
Date:	May 10, 2019	By:
			Timothy R. Millage
			Vice President, Chief Financial Officer and
			Treasurer

EX-99.1

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

201 N. Harrison St.

Davenport, IA 52801

www.lee.net

Quarter Ended (unaudited)
	March 31, 2019						March 25, 2018
(in thousands)	Consolidated		Lee Legacy		Pulitzer Inc.		Consolidated		Lee Legacy		Pulitzer Inc.
Operating revenue:
Advertising and marketing services	62,934		44,295		18,639		71,553		50,292		21,261
Subscription	45,076		31,119		13,957		45,972		32,055		13,917
Other	14,694		13,339		1,355		10,280		8,519		1,761
Total operating revenue	122,704		88,753		33,951		127,805		90,866		36,939
Operating expenses:
Compensation	47,785		35,953		11,832		49,363		37,253		12,110
Newsprint and ink	5,825		4,091		1,734		5,640		4,027		1,613
Other operating expenses	48,016		29,939		18,077		49,315		30,036		19,279
Depreciation and amortization	7,386		4,785		2,601		8,016		5,226		2,790
Assets loss (gain) on sales, impairments, and other	83		83		—		(1,300	)	(1,272	)	(28	)
Restructuring costs and other	2,759		1,830		929		1,816		1,741		75
Total operating expenses	111,854		76,681		35,173		112,850		77,011		35,839
Equity in earnings of associated companies	1,717		498		1,219		1,608		464		1,144
Operating income	12,567		12,570		(3	)	16,563		14,319		2,244
Non-operating income (expense), net	(14,738	)	(18,275	)	3,537		(13,103	)	(16,011	)	2,908
Income tax expense (benefit)	156		(728	)	884		927		(944	)	1,871
Net income	(2,327	)	(4,977	)	2,650		2,533		(748	)	3,281

Adjusted EBITDA is a non-GAAP financial measure. Below is a reconciliation of adjusted EBITDA to net income, the most directly comparable measure under GAAP:

Net Income	(2,327	)	(4,977	)	2,650		2,533		(748	)	3,281
Adjusted to exclude
Non-operating expenses (income), net	14,738		18,275		(3,537	)	13,103		16,011		(2,908	)
Income tax expense (benefit)	156		(728	)	884		927		(944	)	1,871
Equity in earnings of TNI and MNI	(1,717	)	(498	)	(1,219	)	(1,608	)	(464	)	(1,144	)
Depreciation and amortization	7,386		4,785		2,601		8,016		5,226		2,790
Assets loss (gain) on sales, impairments, and other	83		83		—		(1,300	)	(1,272	)	(28	)
Restructuring costs and other	2,759		1,830		929		1,816		1,741		75
Stock compensation	426		426		—		497		497		—
Add:
Ownership share of TNI and MNI EBITDA (50%)	2,080		756		1,324		2,086		838		1,248
Adjusted EBITDA	23,584		19,952		3,632		26,070		20,885		5,185
Supplemental cash flow information
Distributions from MNI and TNI	2,707		750		1,957		2,881		1,250		1,631
Capital expenditures	(1,457	)	(1,350	)	(107	)	(1,350	)	(1,051	)	(299	)
Cash income tax payments	(3,914	)	(3,914	)	—		(175	)	(165	)	(10	)
Interest income	201		(2,635	)	2,836		126		(2,075	)	2,201
Interest to be settled in cash	(12,140	)	(9,392	)	(2,748	)	(13,274	)	(10,017	)	(3,257	)
Debt financing and administrative costs	(962	)	(962	)	—		(1	)	(1	)	—

Year Ended (unaudited)
	March 31, 2019					March 25, 2018
(in thousands)	Consolidated		Lee Legacy		Pulitzer Inc.	Consolidated		Lee Legacy		Pulitzer Inc.
Operating revenue:
Advertising and marketing services	138,897		96,491		42,406	156,213		109,368		46,845
Subscription	91,345		63,092		28,253	94,241		64,968		29,273
Other	28,663		25,733		2,930	21,136		17,533		3,603
Total operating revenue	258,905		185,316		73,589	271,590		191,869		79,721
Operating expenses:
Compensation	94,824		71,240		23,584	100,980		76,261		24,719
Newsprint and ink	12,164		8,414		3,750	11,478		8,138		3,340
Other operating expenses	97,758		60,388		37,370	99,671		60,201		39,470
Depreciation and amortization	14,916		9,718		5,198	16,068		10,461		5,607
Assets loss (gain) on sales, impairments, and other	(17	)	(17	)	—	(1,297	)	(1,270	)	(27	)
Restructuring costs and other	2,820		1,873		947	2,284		2,063		221
Total operating expenses	222,465		151,616		70,849	229,184		155,854		73,330
Equity in earnings of associated companies	3,846		988		2,858	3,991		1,328		2,663
Operating income	40,286		34,688		5,598	46,397		37,343		9,054
Non-operating income (expense), net	(27,224	)	(34,269	)	7,045	(27,300	)	(32,959	)	5,659
Income tax expense (benefit)	4,670		1,561		3,109	(18,763	)	(24,107	)	5,344
Net income	8,392		(1,142	)	9,534	37,860		28,491		9,369

Adjusted EBITDA is a non-GAAP financial measure. Below is a reconciliation of adjusted EBITDA to net income, the most directly comparable measure under GAAP:

Net Income	8,392		(1,142	)	9,534		37,860		28,491		9,369
Adjusted to exclude
Non-operating expenses (income), net	27,224		34,269		(7,045	)	27,300		32,959		(5,659	)
Income tax expense (benefit)	4,670		1,561		3,109		(18,763	)	(24,107	)	5,344
Equity in earnings of TNI and MNI	(3,846	)	(988	)	(2,858	)	(3,991	)	(203	)	(3,788	)
Depreciation and amortization	14,916		9,718		5,198		16,068		10,461		5,607
Assets loss (gain) on sales, impairments, and other	(17	)	(17	)	—		(1,297	)	(1,270	)	(27	)
Restructuring costs and other	2,820		1,873		947		2,284		2,063		221
Stock compensation	888		888		—		1,016		1,016		—
Add:
Ownership share of TNI and MNI EBITDA (50%)	4,681		1,823		2,858		5,245		2,373		2,872
Adjusted EBITDA	59,728		47,985		11,743		65,722		51,783		13,939
Supplemental cash flow information:
Distributions from MNI and TNI	4,006		1,500		2,506		5,198		2,000		3,198
Capital expenditures	(2,459	)	(2,102	)	(357	)	(2,452	)	(1,940	)	(512	)
Cash income tax payments	(3,935	)	(3,936	)	1		(284	)	(251	)	(33	)
Interest income	326		(5,294	)	5,620		222		(3,845	)	4,067
Interest to be settled in cash	(24,397	)	(18,842	)	(5,555	)	(26,924	)	(20,182	)	(6,742	)
Debt financing and administrative costs	(1,858	)	(1,858	)	—		(5	)	(5	)	—