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):  August 9, 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

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, par value $.01 per share	LEE	New York Stock Exchange

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 – Third fiscal quarter ended June 30, 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
Date:	August 9, 2019	By:	/s/ Timothy R. Millage
			Timothy R. Millage
			Vice President, Chief Financial Officer and Treasurer

EX-99.1

Exhibit 99.1

Exhibit 99.1 - Supplemental Financial Information – Third fiscal quarter ended June 30, 2019.

201 N. Harrison St.

Davenport, IA 52801

www.lee.net

Quarter Ended (unaudited)

	June 30, 2019									June 24, 2018
(in thousands)	Consolidated			Lee Legacy			Pulitzer Inc.			Consolidated			Lee Legacy			Pulitzer Inc.
Operating revenue:
Advertising and marketing services		65,754			45,311			20,443			73,538			51,195			22,343
Subscription		46,620			31,949			14,671			48,165			33,438			14,727
Other		14,910			13,235			1,675			10,915			9,216			1,699
Total operating revenue		127,284			90,495			36,789			132,618			93,849			38,769
Operating expenses:
Compensation		45,373			34,233			11,140			48,570			36,330			12,240
Newsprint and ink		5,230			3,513			1,717			6,442			4,616			1,826
Other operating expenses		48,157			29,161			18,996			49,159			29,325			19,834
Depreciation and amortization		7,347			4,800			2,547			7,904			5,133			2,771
Assets loss (gain) on sales, impairments, and other		(195	)		(97	)		(98	)		101			101			—
Restructuring costs and other		2,792			1,950			842			1,865			1,502			363
Total operating expenses		108,704			73,560			35,144			114,041			77,007			37,034
Equity in earnings of associated companies		1,451			505			946			1,578			695			883
Operating income		20,031			17,440			2,591			20,155			17,537			2,618
Non-operating income (expense), net		(12,354	)		(15,893	)		3,539			(13,433	)		(16,553	)		3,120
Income tax expense (benefit)		1,505			(28	)		1,533			1,972			(112	)		2,084
Net income		6,172			1,575			4,597			4,750			1,096			3,654

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	6,172		1,575		4,597		4,750		1,096		3,654
Adjusted to exclude
Non-operating expenses (income), net	12,354		15,893		(3,539	)	13,433		16,553		(3,120	)
Income tax expense (benefit)	1,505		(28	)	1,533		1,972		(112	)	2,084
Equity in earnings of TNI and MNI	(1,451	)	(505	)	(946	)	(1,578	)	(695	)	(883	)
Depreciation and amortization	7,347		4,800		2,547		7,904		5,133		2,771
Assets loss (gain) on sales, impairments, and other	(195	)	(97	)	(98	)	101		101		—
Restructuring costs and other	2,792		1,950		842		1,865		1,502		363
Stock compensation	321		321		—		425		425		—
Add:
Ownership share of TNI and MNI EBITDA (50%)	1,806		755		1,051		2,189		1,202		987
Adjusted EBITDA	30,651		24,664		5,987		31,061		25,205		5,856
Supplemental cash flow information
Distributions from MNI and TNI	1,581		850		731		1,677		500		1,177
Capital expenditures	(1,294	)	(1,086	)	(208	)	(1,827	)	(1,191	)	(636	)
Cash income tax payments	(2,406	)	(2,406	)	—		(145	)	(135	)	(10	)
Interest income	164		(2,665	)	2,829		113		(2,299	)	2,412
Interest to be settled in cash	(11,860	)	(9,196	)	(2,664	)	(12,913	)	(9,758	)	(3,155	)
Debt financing and administrative costs	(890	)	(890	)	—		(427	)	(427	)	—

Year Ended (unaudited)
	June 30, 2019									June 24, 2018
(in thousands)	Consolidated			Lee Legacy			Pulitzer Inc.			Consolidated			Lee Legacy			Pulitzer Inc.
Operating revenue:
Advertising and marketing services		204,651			141,802			62,849			229,751			160,563			69,188
Subscription		137,965			95,041			42,924			142,405			98,405			44,000
Other		43,573			38,968			4,605			32,052			26,750			5,302
Total operating revenue		386,189			275,811			110,378			404,208			285,718			118,490
Operating expenses:
Compensation		140,197			105,473			34,724			149,551			112,589			36,962
Newsprint and ink		17,394			11,927			5,467			17,920			12,754			5,166
Other operating expenses		145,915			89,549			56,366			148,830			89,526			59,304
Depreciation and amortization		22,263			14,518			7,745			23,973			15,595			8,378
Assets loss (gain) on sales, impairments, and other		(212	)		(114	)		(98	)		(1,197	)		(1,170	)		(27	)
Restructuring costs and other		5,612			3,823			1,789			4,150			3,566			584
Total operating expenses		331,169			225,176			105,993			343,227			232,860			110,367
Equity in earnings of associated companies		5,298			1,702			3,596			5,569			2,023			3,546
Operating income		60,318			52,337			7,981			66,550			54,881			11,669
Non-operating income (expense), net		(39,579	)		(50,163	)		10,584			(40,730	)		(49,512	)		8,782
Income tax expense (benefit)		6,175			1,534			4,641			(16,791	)		(24,219	)		7,428
Net income		14,564			640			13,924			42,611			29,588			13,023

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	14,564		640		13,924		42,611		29,588		13,023
Adjusted to exclude
Non-operating expenses (income), net	39,579		50,163		(10,584	)	40,730		49,512		(8,782	)
Income tax expense (benefit)	6,175		1,534		4,641		(16,791	)	(24,219	)	7,428
Equity in earnings of TNI and MNI	(5,298	)	(1,702	)	(3,596	)	(5,569	)	(2,023	)	(3,546	)
Depreciation and amortization	22,263		14,518		7,745		23,973		15,595		8,378
Assets loss (gain) on sales, impairments, and other	(212	)	(114	)	(98	)	(1,197	)	(1,170	)	(27	)
Restructuring costs and other	5,612		3,823		1,789		4,150		3,566		584
Stock compensation	1,209		1,209		—		1,441		1,441		—
Add:
Ownership share of TNI and MNI EBITDA (50%)	6,486		2,577		3,909		7,433		3,574		3,859
Adjusted EBITDA	90,378		72,648		17,730		96,781		75,864		20,917
Supplemental cash flow information:
Distributions from MNI and TNI	5,588		2,350		3,238		6,875		2,500		4,375
Capital expenditures	(3,753	)	(3,188	)	(565	)	(4,281	)	(3,131	)	(1,150	)
Cash income tax payments	(6,342	)	(6,343	)	1		(429	)	(364	)	(65	)
Interest income	490		(7,959	)	8,449		335		(6,144	)	6,479
Interest to be settled in cash	(36,256	)	(28,075	)	(8,181	)	(39,837	)	(29,941	)	(9,896	)
Debt financing and administrative costs	(1,149	)	(1,149	)	—		(432	)	(432	)	—