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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For The Fiscal Year Ended September 25, 2022
OR
o 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
(State of incorporation)
42-0823980
(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 Exchange On Which Registered
Common Stock - $0.01 par value
LEE
The Nasdaq Global Select Market
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x
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 o No x
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 x No o
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 x No o
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 o Accelerated filer x Non-accelerated filer o Smaller Reporting Company x Emerging growth company o
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. o
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control
over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registrant's public accounting firm that prepared or
issued its audit report. x
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x
As of March 31, 2022, the aggregate market value of the Registrant's common stock held by non-affiliates of the registrant was $150,009,735 based on the
closing sale price as reported on the New York Stock Exchange. As of February 22, 2023, 6,039,856 shares of Common Stock $0.01 par value were
outstanding on Nasdaq Global Select Market.
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TABLE OF CONTENTS
Part I
Item 1
Business
Item 1A
Risk Factors
Item 1B
Unresolved Staff Comments
Item 2
Properties
Item 3
Legal Proceedings
Item 4
Mine Safety Disclosures
Part II
Part III
Item 5
Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
Item 6
[Reserved]
Item 7
Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 7A
Quantitative and Qualitative Disclosures about Market Risk
Item 8
Financial Statements and Supplementary Data
Item 9
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9A
Controls and Procedures
Item 9B
Other Information
Item 10
Directors, Executive Officers and Corporate Governance
Item 11
Executive Compensation
Item 12
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
PAGE
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9
15
15
16
16
16
17
17
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29
29
29
33
33
38
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Item 13
Certain Relationships and Related Transactions, and Director Independence
Item 14
Principal Accounting Fees and Services
Part IV
Item 15
Exhibits and Financial Statement Schedules
Consolidated Financial Statements
Exhibit Index
Signatures
48
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References to “we”, “our”, “us” and the like throughout this document refer to Lee Enterprises, Incorporated and subsidiaries (the
"Company"). References to "2022", "2021", "2020" and the like refer to the fiscal years ended the last Sunday in September.
PART I
ITEM 1. BUSINESS
Lee Enterprises, Incorporated, together with its subsidiaries, (“Lee”, “the Company”, “we”, “our” or “us”) is a digital-first subscription platform
providing local markets with valuable, high quality, trusted, intensely local news, information, advertising and marketing services. We are a
rapidly growing digital subscription platform with more than 530,000 digital subscribers serving 77 mid-sized local communities in 26 states.
Our core strategy aims to grow digital audiences and engagement through continuous improvements to subscriber experience, while offering
a full suite of omni-channel advertising and marketing solutions local advertisers desire.
Our product portfolio includes digital subscription platforms, daily, weekly and monthly newspapers and niche publications, all delivering
original local news and information. Our products offer print and digital editions, and our content and advertising is available in real time
through our websites and mobile apps. We operate in predominately mid-sized communities with products ranging from large daily
newspapers and 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.
We have made talent and technology investments to improve user experience, content, data visualization, and marketing to align with the
shift in spending habits to digital products by both consumers and advertisers. In 2022, total digital revenues, which includes digital
advertising and marketing services revenues, digital-only subscription revenues, and digital services revenues, were $240 million, or 31% of
our total revenues.
We aim to grow our business through three main categories: subscriptions to our product offerings, advertising and marketing solutions to
local advertisers, and digital services to a diverse set of customers. Execution of this strategy is expected to transform Lee into a vibrant,
digitally centric company.
• Our digital subscription platforms are the fastest growing digital subscription platforms in local media. At the end of 2022, we had
more than 530,000 subscribers to our digital platforms, up 32% over 2021. Revenue from digital only subscribers totaled more than
$40 million in 2022, up 42% over 2021.
•
•
Amplified Digital ("Amplified"), our digital marketing services agency, offers a full suite of digital marketing solutions to local
advertisers. Revenue at Amplified totaled almost $76 million in 2022, up 83% over 2021.
®
BLOX Digital (formerly known as TownNews), our software as a service (SaaS) content platform, is one of the largest web-hosting
and content management SaaS providers in North America. BLOX Digital represents a powerful opportunity to drive additional digital
revenue by providing state-of-the-art web hosting and content management services to more than 2,000 customers who rely on
BLOX Digital for their web, over-the-top display, mobile, video and social media products. Revenue at BLOX Digital, including
intercompany revenue, totaled $31 million in 2022, and has achieved a compound annual growth rate of 10.6% over the last ten
years.
We generate revenue primarily through advertising and marketing services, subscriptions to our digital and print products, and digital
services, primarily through our majority-owned subsidiary, BLOX DIgital. Our operations also provide printing and distribution of third-party
publications.
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. See Note 3 — Acquisitions, in the
Consolidated Financial Statements for more information on the acquisition.
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Advertising and Marketing Services - In 2022, advertising and marketing services revenue of $366.4 million comprised 47% of total operating
revenue.
There are two primary categories of print advertising revenue: local and national.
•
Local advertising takes the form of display advertising in daily and non-daily publications and preprinted advertising inserted in the
publication.
• National advertising is revenue earned from the sale of print display advertising space, or from preprint advertising inserted in the
publication, from national accounts that do not have a local retailer representing the account in the market.
There are three main categories of digital advertising and marketing services revenue: digital media, digital classified and digital marketing
services.
• Digital media represents all display advertising delivered on our owned and operated digital products.
• Digital classified represents digital advertising revenue associated with our classified partnerships including auto, employment, real
estate, legal and obituaries.
• Digital marketing services represents a full suite of marketing services provided through Amplified, including targeted display, video,
OTT, custom content, web development, social media management, search, events, email marketing and other tactics.
Amplified remains a key strategic priority for us in 2023. Our sales force deploys an omni-channel sales approach that leverages the auction-
based ad buying that is widely adopted by all major digital advertising channels, and tailors advertising and marketing solutions based on the
size, scale, and needs of the advertiser. Through Amplified we create sophisticated digital campaigns on our owned and operated sites and
on third-party sites that give advertisers the ability to target their message to reach their desired audiences. We collaborate with Google and
other ad tech companies to provide key metrics and analytics to measure campaign effectiveness.
Advertising and marketing services revenues are subject to moderate seasonality primarily due to fluctuations in advertising volumes tied to
holidays and seasonal advertising. Our advertising and marketing services revenues are typically highest during the first quarter due to
holiday and seasonal advertising and lowest in the second quarter following the holiday season.
Subscription Revenue - In 2022, subscription revenue of $353.6 million comprised 45% of our total operating revenue. Subscription revenue
is earned primarily from selling subscriptions to our content through our full access subscriptions, digital-only subscriptions and single copy
sales.
Our full access subscriptions include access to all of our content on multiple platforms; including our print products delivered or made
available to consumers, websites, smartphone and tablet applications, and e-editions with pricing varying significantly by market and by
frequency. Consistent with general publishing industry trends, print subscription volumes declined in 2022.
We experienced rapid growth of our digital-only subscriptions. Digital-only subscriptions include access to our content on our digital
platforms. At the end of the fiscal year, we had 532,000 digital-only subscribers, up 32% compared to 2021, with revenue totaling $40 million,
or up 42% compared to 2021. Growing our digital-only subscribers and digital-only revenue remains a top strategic priority in 2023. Our
primary digital-only subscriber acquisition tactics include:
• Converting our significant organic traffic through on-platform promotion, paywalls, and dynamic meters;
• Continuously improving our subscriber experience; and
•
Brand marketing campaigns to raise awareness to the desirability of our content.
A variety of pricing strategies are also used, including discounted introductory periods and sales, to encourage trial and habituation before
transitioning to the full price rate.
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Digital Services Revenue – In 2022, digital services revenue of $18 million comprised 2.3% of our total operating revenue. In 2022, almost all
of our digital services revenue is from BLOX Digital. BLOX Digital, operated through our 82.5% owned subsidiary INN Partners, L.C., is one
of the largest web-hosting and content management SaaS providers in North America and offers state of the art integrated digital publishing
and content management solutions for creating, distributing, and monetizing multimedia content.
•
•
BLOX Digital is the engine that powers our digital products. In addition, BLOX Digital services nearly 2,000 daily customers, including
legacy media publications, universities, television stations and niche publications.
Including intercompany revenue generated from our markets, revenue at BLOX Digital grew almost 14% in 2022 and totaled $31
million.
• With strong product offerings, investments in video and streaming technology and diversifying the customer base into broadcast,
BLOX Digital is positioned to continue to be a key component to our growth strategy.
Other Revenue - In 2022, Other Revenue of $60.9 million comprised 8% of total operating revenue. Excluding digital services revenue, other
revenue is comprised mainly of commercial printing and delivery of third party products and until March 16, 2020 revenue from a
Management Agreement between BH Media and the Company dated June 26, 2018 ("Management Agreement"). In 2022, other revenue
excluding digital services of $18 million, comprised 5.5% of our total operating revenue, compared to $19 million and 6.1% in 2021.
We compete with other media and digital companies for advertising and marketing spend. Our print and digital products competed with other
forms of media including national media providers and amateur content creators, as well as other news and information outlets for
subscription spend. The market for local digital marketing solutions is highly competitive and evolving allowing opportunities for new
competitors to enter the market.
Amplified competes with other digital marketing solutions agencies as well as other media companies who have a similar strategy for digital
marketing solutions. While some of our competitors enjoy competitive advantages such as greater name recognition, longer histories as well
as greater financial resources, we believe we compete favorably and our product capabilities meet customer requirements due to our data-
driven, omni-channel sales approach, our experienced digital sales force and our overall customer satisfaction.
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.
STRATEGIC INITIATIVES
We are committed to a strategy that transforms Lee into a vibrant, digitally-centric business with recurring, sustainable digital revenue.
Aligning with that commitment, our Three Pillar Digital Growth Strategy is focused on the following:
Expand digital audiences by transforming the presentation of local news and information. 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 emphasis on video and audio.
In 2023, we plan to continuously improve the user experience with our digital products through targeted investments in top talent aimed at
investigative journalism. Providing our local consumers with more and more high quality, trusted, engaging content is important to growing
our digital audiences and driving subscription conversions.
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 increase our audience monetization capabilities.
Expand digital subscription base and revenue. We are the fastest growing digital subscription platform in local media. Digital-only
subscriber growth continued at a rapid pace in 2022, offsetting the declines in our
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traditional full access (print and digital) subscribers. 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 53% of our full access subscribers have activated their digital
access, and digital-only subscribers increased 32% in 2022, reaching 532,000 digital-only subscribers.
Our acquisition and retention tactics are focused on growing our digital subscription base by using data and analytics to direct our huge
addressable market of 34 million unique visitors toward obtaining a digital subscription. In 2023, our primary digital-only subscriber
acquisition tactics include:
• Converting our significant organic traffic through on-platform promotion, paywalls, and dynamic meters;
• Continuously improving our subscriber experience; and
•
Brand marketing campaigns to raise awareness to the desirability of our content.
Using these techniques, we expect digital-only subscribers to continue to grow substantially, reaching more than 900,000 digital-only
subscribers by 2026.
We believe our digital transformation will have a favorable impact on the environment. A key component to our digital growth strategy is to
accelerate the pace of digital subscriber growth. Growing our digital revenue streams as the print revenues mature will have a favorable
impact on the environment as our production hubs will consume less energy, we will consume less newsprint, and there will be less
environmental impact from our distribution channels that largely operate on fossil-fuel powered transportation.
Diversify and expand offerings for local advertisers. According to eMarketer, local advertising spending is expected to reach nearly $115
billion in 2023. Our vast array of rapidly growing digital products, our large, digitally adept salesforce and Amplified, our full service digital
agency, creates a powerful opportunity to gain scale both in and outside of our local markets.
• 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.
Amplified remains a key strategic priority for us in 2023 as we expect it to fuel growth of our digital advertising and marketing services. Our
salesforce deploys an omni-channel sales approach that leverages the auction-based ad buying that is widely adopted by all major digital
advertising channels, and tailors advertising and marketing solutions based on the size, scale, and needs of the advertiser. Through
Amplified we create sophisticated digital campaigns on our owned and operated sites and on third-party sites that give advertisers the ability
to target their message to reach their desired audiences. We collaborate with Google and other ad tech companies to provide key metrics
and analytics to measure campaign effectiveness.
BLOX Digitals represents a powerful opportunity for us to drive additional digital revenue through their SaaS content platform. In 2022,
revenue at BLOX Digital, including intercompany revenue, totaled $31 million and since 2011 the compounded annual growth rate of BLOX
Digital revenue has been 11%. Through continuous investment in product development and gaining essential technology, like world-class
video and streaming technology, BLOX Digital is the leading CMS provider in the publishing CMS segment and is growing its market share in
the broadcast CMS segment. In 2023, we believe we can grow revenue at BLOX Digital through modest market share gains in our core
markets, increasing our average revenue per customer.
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DAILY NEWSPAPERS AND MARKETS
The Company, including our investments in TNI Partners ("TNI") in Tucson, AZ and Madison Newspapers, Inc. ("MNI") in Madison, WI,
publish the following daily newspapers and maintain the following primary digital sites:
Newspaper
Primary Website
Location
Daily
(3)
Sunday
(3)
Unique
Visitors
Page
Views
Average Units
(1)
2022 Monthly Average
('000s)
(6)(7)
(2)
(2)
St. Louis Post-Dispatch
Buffalo News
Omaha World Herald
Richmond Times-Dispatch
Wisconsin State Journal
Arizona Daily Star
The Times
(5)(1)
(2)
(2)
(1)
(1)(4)
(1)
(1)
(2)
Lincoln Journal Star
Tulsa World
Winston Salem Journal
Roanoke Times
Billings Gazette
The Press of Atlantic City
The Pantagraph
Missoulian
Greensboro News-Record
Quad-City Times
The Courier
The Post-Star
Freelance-Star
La Crosse Tribune
Dispatch-Argus
Napa Valley Register
Casper Star-Tribune
Sioux City Journal
Waco Tribune-Herald
Kenosha News
Independent Record
Charlottesville Daily Progress
stltoday.com
buffalonews.com
omaha.com
richmond.com
madison.com
azstarnet.com
nwitimes.com
journalstar.com
tulsaworld.com
journalnow.com
roanoke.com
billingsgazette.com
pressofatlanticcity.com
pantagraph.com
missoulian.com
greensboro.com
qctimes.com
wcfcourier.com
poststar.com
fredericksburg.com
lacrossetribune.com
qconline.com
napavalleyregister.com
trib.com
siouxcityjournal.com
wacotrib.com
kenoshanews.com
helenair.com
dailyprogress.com
104,199
56,120
71,372
57,695
52,474
39,997
37,852
38,097
34,657
25,300
24,889
24,119
19,943
19,751
19,211
17,667
17,449
14,493
16,423
15,825
14,151
13,522
13,993
12,609
15,071
12,222
12,241
12,728
11,107
St. Louis, MO
Buffalo, NY
Omaha, NE
Richmond, VA
Madison, WI
Tucson, AZ
Munster,
Valparaiso, and
Crown Point, IN
Lincoln, NE
Tulsa, OK
Winston-Salem, NC
Roanoke, VA
Billings, MT
Atlantic City, NJ
Bloomington, IL
Missoula, MT
Greensboro, NC
Davenport, IA
Waterloo and
Cedar Falls, IA
Glens Falls, NY
Fredericksburg, VA
La Crosse, WI
Moline, IL
Napa, CA
Casper, WY
Sioux City, IA
Waco, TX
Kenosha, WI
Helena, MT
Charlottesville, VA
5
126,756
84,370
78,940
61,757
55,162
47,348
46,810
40,663
38,290
27,291
25,794
24,656
23,381
20,712
20,374
19,548
19,467
17,448
17,201
17,176
15,323
14,323
13,938
13,391
13,189
13,020
13,015
12,817
11,621
3,981
2,874
1,611
1,561
2,107
1,482
1,346
1,431
1,615
964
852
988
863
632
505
762
686
419
452
554
494
269
374
369
426
548
833
372
330
36,773
14,978
21,411
14,063
14,284
6,930
23,761
15,802
11,437
7,430
6,640
11,072
7,393
8,971
5,626
4,644
6,512
3,988
5,740
4,974
5,078
3,521
3,385
2,942
3,294
3,843
6,391
4,522
2,685
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Newspaper
The Daily News
Lynchburg News & Advance
The Citizen
Montana Standard
Bristol Herald Courier
The Times-News
Dothan Eagle
Grand Island Independent
Globe Gazette
Corvallis Gazette-Times
Statesville Record & Landmark
Bryan-College Station Eagle
Arizona Daily Sun
The Times and Democrat
Florence Morning News
Albany Democrat-Herald
Martinsville Bulletin
Opelika Auburn News
Scottsbluff Star-Herald
Hickory Daily Record
Danville Register & Bee
The News Herald
North Platte Telegraph
Culpeper Star-Exponent
The Daily Nonpareil
Winona Daily News
The McDowell News
Ravalli Republic
The News Virginian
Daily Citizen
Portage Daily Register
Baraboo News Republic
Muscatine Journal
Columbus Telegram
Fremont Tribune
Beatrice Daily Sun
Average Units
(1)
2022 Monthly Average
('000s)
(6)(7)
Primary Website
tdn.com
newsadvance.com
auburnpub.com
mtstandard.com
heraldcourier.com
magicvalley.com
dothaneagle.com
theindependent.com
globegazette.com
gazettetimes.com
statesville.com
theeagle.com
azdailysun.com
thetandd.com
scnow.com
democratherald.com
martinsvillebulletin.com
oanow.com
starherald.com
hickoryrecord.com
godanriver.com
morganton.com
nptelegraph.com
starexponent.com
nonpareilonline.com
winonadailynews.com
mcdowellnews.com
ravallinews.com
newsvirginian.com
wiscnews.com/bdc
wiscnews.com/pdr
wiscnews.com/bnr
muscatinejournal.com
columbustelegram.com
fremonttribune.com
beatricedailysun.com
(3)
Daily
14,876
9,788
9,999
10,100
9,727
10,651
9,148
8,851
7,617
11,240
13,748
7,444
7,712
7,485
6,691
4,039
5,517
5,468
5,548
4,806
4,298
4,204
4,220
2,986
2,662
2,664
2,257
2,413
2,122
2,663
1,406
1,313
2,050
4,314
3,587
3,230
Location
Longview, WA
Lynchburg, VA
Auburn, NY
Butte, MT
Bristol,VA
Twin Falls, ID
Dothan, AL
Grand Island, NE
Mason City, IA
Corvallis, OR
Statesville, NC
Bryan, TX
Flagstaff, AZ
Orangeburg, SC
Florence, SC
Albany, OR
Martinsville, VA
Opelika, AL
Scottsbluff, NE
Hickory, NC
Danville, VA
Morganton, NC
North Platte, NE
Culpeper, VA
Council Bluffs, IA
Winona, MN
Marion, NC
Hamilton, MT
Waynesboro, VA
Beaver Dam, WI
Portage, WI
Baraboo, WI
Muscatine, IA
Columbus, NE
Fremont, NE
Beatrice, NE
6
Sunday
(3)
Unique
Visitors
Page
Views
11,016
10,822
10,530
9,962
9,851
9,586
9,538
9,508
8,415
8,306
7,886
7,610
7,354
7,007
6,848
6,757
5,887
5,548
5,541
5,303
4,982
4,597
4,207
2,917
2,776
2,712
2,351
2,330
2,241
—
—
—
—
—
—
—
217
407
298
291
297
239
298
302
252
—
183
329
248
299
234
363
155
339
169
328
162
186
138
160
148
110
120
94
77
—
—
—
100
151
145
88
1,980
2,941
3,038
3,384
2,040
2,257
1,648
2,768
2,315
—
1,212
2,168
1,620
2,350
1,453
3,391
1,129
2,392
1,244
2,766
1,232
1,426
876
730
1,018
898
555
464
475
—
—
—
642
1,107
1,033
622
Table of Contents
Average Units
(1)
2022 Monthly Average
('000s)
(6)(7)
Newspaper
Herald & Review
Journal Gazette & Times-Courier
Primary Website
herald-review.com
jg-tc.com
The Chippewa Herald
Rapid City Journal
The Southern Illinoisan
The Sentinel
Daily Journal
York News-Times
The Journal Times
The Bismarck Tribune
Elko Daily Free Press
chippewa.com
rapidcityjournal.com
thesouthern.com
cumberlink.com
dailyjournalonline.com
yorknewstimes.com
journaltimes.com
bismarcktribune.com
elkodaily.com
Location
Decatur, IL
Mattoon/Charleston,
IL
Chippewa Falls, WI
Rapid City, SD
Carbondale, IL
Carlisle, PA
Park Hills, MO
York, NE
Racine, WI
Bismarck, ND
Elko, NV
(3)
Daily
10,499
4,393
2,028
15,366
7,220
6,150
4,335
2,678
1,996
23,047
5,899
Sunday
(3)
Unique
Visitors
Page
Views
—
—
—
—
—
—
—
—
—
—
—
379
222
123
409
274
226
195
114
511
439
226
3,862
1,743
807
4,532
1,840
2,013
1,524
664
6,180
5,638
2,111
(1) Source: AAM: September 20 Quarterly Executive Summary Data Report, unless otherwise noted. More recent data is not available.
(2) Source: AAM: March 2022 Quarterly Executive Summary Data Report, unless otherwise noted. More recent data is not available
(3) Not all newspapers are published Monday through Saturday or have a Sunday edition
(4) Owned by MNI
(5) Owned by Star Publishing and published through TNI
(6) Source: Company statistics.
(7) 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.
EMPLOYEES AND HUMAN CAPITAL RESOURCES
We believe the foundation of our business is the people and employees who carry out the various tactics that support our business strategy.
A major focus in 2022 was investing in the top digital talent to carry out our Three Pillar Digital Growth Strategy and position us to achieve
our long-term growth targets
At September 25, 2022, we had approximately 4,365 employees, including approximately 788 part-time employees, exclusive of TNI and
MNI. Full-time equivalent employees in 2022 totaled approximately 4,064 of which 722 are represented by unions. We consider our
relationships with our employees to be good. We are committed to an equitable and inclusive workplace that also reflects the diversity of our
local readers and communities in which we serve. In 2021, we hired a Director of News and Talent Development who is charged with
improving diversity in our newsrooms and hiring practices that promote a more complete and inclusive news coverage of the communities in
which we serve.
We continue to demonstrate our commitment to diversity, equity, and inclusion by assessing our hiring practices, extending our hiring reach,
providing skill-building opportunities on diverse storytelling, and developing business strategies that include historically marginalized
communities. These efforts and initiatives will help us reach our goal of a more diverse workforce at all levels of our company.
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CORPORATE GOVERNANCE AND PUBLIC INFORMATION
We have a long history of sound corporate governance practices. Currently, our Board of Directors has affirmatively determined that eight of
its nine 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 ("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 on Form 10-K ("Annual Report") is not incorporated by reference unless expressly noted.
FORWARD-LOOKING STATEMENTS
The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements. This 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:
• We may be required to indemnify the previous owners of the BH Media Newspaper Business or Buffalo News for unknown legal
and other matters that may arise;
• Our ability to manage declining print revenue;
•
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 NASDAQ;
• 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.
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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.
Our advertising revenues may decline due to weakness in the brick-and-mortar retail sector.
Risks Related to our Business and Operations
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 the size and
demographic characteristics of the local population; the general local economic conditions; and the economic condition of the retail segments
in 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, 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.
Uncertainty and adverse changes in the general economic conditions of markets in which we participate and increases in costs of
raw materials, energy, labor and other factors may negatively affect our business.
The U.S. markets have weakened recently and are experiencing uncertainty and volatility due to higher inflation, increased interest rates, the
war in Ukraine, the ongoing recovery from the COVID-19 pandemic, and other geopolitical events. In the past, these and other similar
conditions have resulted in, and could lead to a tightening of credit and capital markets, lower levels of liquidity, lower consumer and
business spending due to wavering of consumer confidence, unemployment, declines in real estate values, and other adverse economic
conditions. 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. In addition, printing
and distribution costs, including the costs of paper and ink, are a significant expense for the Company. We expect increases in these costs in
the near-term from various factors, including increases in the cost of raw materials, energy, labor, transportation, and distribution, which can
be attributed to inflation and other adverse factors on the economy.
If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately or timely
report our financial results. As a result, current and potential stockholders could lose confidence in our financial reporting, which
would harm the business and trading price of our common stock.
As a public company, we are required to maintain effective internal controls for financial reporting and disclosure controls and procedures. In
particular, Section 404 of the Sarbanes-Oxley Act requires us to perform system and process evaluations and testing of our internal controls
over financial reporting to allow management to report on the effectiveness of our internal controls over financial reporting. Compliance with
Section 404 may
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require us to incur substantial accounting expenses and expend significant management efforts. Our testing has revealed and in the future
may reveal deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses. In the event we identify
significant deficiencies or material weaknesses in our internal controls that we cannot remediate in a timely manner, the market price of our
stock could decline if investors and others lose confidence in the reliability of our financial statements and we could be subject to sanctions or
investigations by the SEC, Nasdaq, or other applicable regulatory authorities.
We have identified three material weaknesses in our internal control over financial reporting, which could result in loss of investor
confidence in the Company and a negative impact on the value of our common stock.
Management assessed the effectiveness of our internal control over financial reporting as of September 25, 2022, and concluded we did not
maintain effective internal control over financial reporting. Specifically, management identified three material weaknesses, including controls
related to user access of our systems, information used by us in performing internal controls, and deferred taxes related to business
combinations. For additional information, see Item 9A, "Controls and Procedures," below.
Until remediated, the material weaknesses could adversely affect our ability to report our financial condition and results of operations in a
timely and accurate manner, which could negatively affect investor confidence in the Company and, in turn, the value of our common stock.
While certain actions have been taken and planned to remediate and address the material weaknesses and enhance our internal control
over financial reporting, we cannot be certain such remedial measures will be successful or otherwise sufficient to address the material
weaknesses. In addition, if we are unable to remediate the material weaknesses, are otherwise unable to maintain effective internal control
over financial reporting, or additional material weaknesses or significant deficiencies in our internal control over financial reporting are
discovered or occur in the future, our ability to record, process and report financial information accurately, and to prepare financial statements
within required time periods could be adversely affected, which, in addition to loss of investor confidence and a negative affect on the value
of our common stock, could subject the Company to sanctions or investigations by the SEC, Nasdaq, or other regulatory authorities requiring
additional financial and management resources to address.
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. Our accounts receivable is stated at net estimated realizable value, and our
allowance for credit losses 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 further impaired, depending upon future operating results.
At September 25, 2022, the carrying value of our goodwill was $329.5 million, the carrying value of mastheads was $26.3 million, and the
carrying value of our amortizable intangible assets was $95.0 million. 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.
For further information on goodwill and intangible assets, see Note 6 — Goodwill and other intangible assets.
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Attracting and Retaining Highly Qualified Personnel is Difficult and Costly, but the Failure to Do So Could Negatively Affect Our
Operations.
Our businesses depend on the efforts, abilities, and talents of our executive team and other highly qualified employees who possess
substantial business, information technology, and operational knowledge. The market for such personnel, including technology-related,
product and software development, data science, and digital marketing and sales roles is very competitive, and we cannot ensure success in
retaining these employees or hiring and training replacement employees in a timely and cost-effective manner, particularly as we continue to
focus on our digital products and services. These risks have been exacerbated by recent labor constraints, a trend of increasing employee
turnover, and inflationary pressures on employee wages and benefits.
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,
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, the operations of suppliers, or have an adverse
impact on consumer spending and confidence levels.
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, a primary source of revenue is from advertising and marketing services, which accounts for 47% of our revenue. Subscription
revenue accounts for 45% 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
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• 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.
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.
Risks Related to Takeover Attempts
Alden’s unsolicited proposal to acquire us diverted management’s attention and resources, caused us to incur substantial costs,
and such actions have an adverse effect on our business.
On November 22, 2021, we received an unsolicited proposal from Alden Global Capital, LLC (with its affiliates, “Alden”) to acquire the
Company for $24.00 per share in cash (the “Unsolicited Proposal”). On December 9, 2021, we announced that our Board of Directors, in
consultation with its independent financial and legal advisors, unanimously determined to reject the Unsolicited Proposal, as it significantly
undervalued the Company and was not in the best interests of the Company and its stockholders.
The events surrounding the Unsolicited Proposal and related circumstances and our response have required, and may continue to require,
significant time and attention by management and our Board of Directors and have required us, and may continue to require us, to incur
significant legal and advisory fees and expenses. Further, actions taken by Alden or other third parties as a result of the Unsolicited Proposal,
including a proxy contest, and litigation by adverse parties, could disrupt our business, distract us from efforts to improve our business, cause
us to incur substantial additional expense, create perceived uncertainties among current and potential employees, customers, clients,
suppliers, and other constituencies as to our future direction as a consequence thereof that may result in lost sales or other business
arrangements and the loss of potential business opportunities, and make it more difficult to attract and retain qualified personnel and
business partners. Actions that our Board of Directors have taken, and may take in the future, in response to any offer or other related
actions by Alden or other third parties, including the Unsolicited Proposal and Alden’s purported notice of nominations in connection with our
2022 annual meeting of stockholders (which our Board of Directors determined was invalid for failing to comply with requirements of our by-
laws), or any other offer or proposal may result in litigation against us. In the event Alden or other third parties initiate litigation against us,
these actions could harm our business and have a material adverse effect on our results of operations. We also believe the future trading
price of our Common Stock could be subject to wide price fluctuations based on uncertainty associated with the Unsolicited Proposal and any
future offer.
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
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of Berkshire, financed the Purchase Agreement through a 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 and Buffalo News acquisition.
We completed the BH Media and Buffalo News 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 unaudited financial information disclosed in connection with the acquisition, which was
based on various assumptions and estimates that may prove to be incorrect. Such illustrative unaudited financial information did not
constitute management’s projections of future financial performance or results of operations; however, any material variance from such
illustrative unaudited 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 the completion of the BH Media acquisition, the size of our business 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 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.
Risks Related to Liquidity and Capital
We may not be able to generate sufficient cash to service all our debt and may be forced to take other actions to satisfy our
obligations under our debt, which may not be successful.
Our ability to make scheduled payments depends on our financial condition and operating performance, which are subject to prevailing
economic and competitive conditions and to certain financial, business, competitive, legislative, regulatory, and other factors beyond our
control. We may be unable to maintain a level of cash flow sufficient to permit us to pay the principal and interest on our debt.
If our cash flow and capital resources are insufficient to fund our debt obligations, we could face liquidity issues and be forced to reduce or
delay investments, acquisitions, and capital expenditures or sell assets or operations, seek additional capital or restructure or refinance our
indebtedness. We cannot assure investors we would be able to take any of these alternative actions, such actions would be permitted under
the terms of the Credit Agreement, and, even if successful,, that such actions would permit us to meet our scheduled debt service obligations
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If we cannot make scheduled payments on our debt, the subsequent default proceedings under the Credit Agreement could lead to all
principal and interest becoming due and payable.
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. 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
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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 Pension Liabilities
Sustained increases in funding requirements of our pension and postretirement obligations may reduce the cash available for our
business.
Pension plans were in a net underfunded position of $0.4 million at September 25, 2022, compared to an over funded position of $13.4
million at September 26, 2021.
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.
We expect to be subject to additional withdrawal liabilities in connection with multiemployer pension plans, which may reduce the
cash available for our business.
We contributed to various multiemployer defined benefit pension plans during 2022 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.
None.
ITEM 1B. UNRESOLVED STAFF COMMENTS
ITEM 2. PROPERTIES
Our executive offices are located in leased facilities at 4600 E. 53 Street, Davenport, Iowa. The initial lease term expires August 1, 2029.
rd
We have 23 print sites which print most of our dailies with the exception of 13 that are printed at third-party printers.
Our newspapers and other publications have formal or informal backup arrangements for printing in the event of a disruption in production
capability.
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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 NASDAQ.
At November 30, 2022, we had 5,655 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 7 — Debt, of the Notes to
Consolidated Financial Statements, included herein.
PERFORMANCE PRESENTATION
The following graph compares the percentage change in the cumulative total return of the Company, the Standard & Poor's 500 Stock Index,
and a peer group index, in each case for the five years ended September 25, 2022 (with September 24, 2017, 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.
Copyright© 2022 Standard & Poor's, a division of S&P Global. All rights reserved.
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ITEM 6. RESERVED
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 and for the year
ended September 25, 2022, and for fiscal years 2021 and 2020. This discussion should be read in conjunction with the Consolidated
Financial Statements and related Notes thereto, included herein.
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, web site domain names, and trade 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 2022, 2021, and 2020, we recognized impairment
charges of $13,503,000, $787,000, and $972,000, respectively. Only one of our mastheads has a fair value that has headroom under 20%
over their carrying value and could experience immaterial 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. In
2021, we recognized $190,000 of impairment on intangible assets subject to amortization. There were no indicators of impairment on
intangible assets subject to amortization in 2022 or 2020.
Our quantitative impairment analysis includes several inputs that are considered estimates, these include royalty rates, discount rates, five-
year revenue forecast, and long term growth rates. All of these estimates are subject to uncertainty as future results may or may not be
achieved. The royalty rates utilized range from 0% to 1.5%, a 50 basis point decrease in royalty rates would result in an additional
$6,992,000 of impairment. The Company’s discount rate utilized in the analysis has ranged from 9.50% to 11.50% in different years
depending on market conditions. Increasing the discount rate by 100 basis points would result in an additional $257,000 of impairment. The
Company has had various revenue forecasts utilized in the analysis over different years.
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 masthead 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
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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 of 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. In 2022, we used an expected return of assets assumption of 5.0% for both our
pension plan assets and our postretirement and postemployment benefit plan assets.
A 50 basis point change in discount rates would result in an increase to pension and postretirement and postemployment benefits liabilities of
$12,100,000. A 50 basis point change in expected rate of return of assets results would result in an increase to pension and postretirement
and postemployment benefits expense of $1,137,000.
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 prepares 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
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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 - Significant Accounting Policies in the
Consolidated Financial Statements.
IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS
See Note 1 to the Consolidated Financial Statements for a description of new accounting standards issued and/or adopted in the year ended
September 25, 2022.
CERTAIN MATTERS AFFECTING CURRENT AND FUTURE OPERATING RESULTS
The following items affect period-over-period comparisons from 2022 to 2020 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.
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OPERATIONS
Operating results, as reported in the Consolidated Financial Statements, are summarized below:
(Thousands of Dollars, Except Per Common
Share Data)
Operating revenue:
Print advertising revenue
Digital advertising revenue
Advertising and marketing services revenue
Print subscription revenue
Digital subscription revenue
Subscription revenue
Print other revenue
Digital other revenue
Other revenue
Total operating revenue
Operating expenses:
Compensation
Newsprint and ink
Other operating expenses
Depreciation and amortization
Assets loss (gain) on sales, impairments
and other
Restructuring costs and other
Total operating expenses
Equity in earnings of associated companies
Operating income
Non-operating income (expense):
Interest expense
Debt financing and administrative costs
Curtailment gain
Pension withdrawal cost
Pension and OPEB related benefit (cost)
and other, net
Total non-operating expense, net
Income before income taxes
Income tax (benefit) expense
Net Income (loss)
Earnings (loss) per common share:
Basic
Diluted
2022
2021
Percent Change
2020 Percent Change
184,963
181,465
366,428
313,504
40,120
353,624
42,962
17,955
60,917
780,969
317,789
30,101
344,905
36,544
9,716
22,720
761,775
5,657
24,851
(41,770)
—
1,027
(2,335)
19,022
(24,056)
795
698
97
(0.35)
(0.35)
227,892
141,391
369,283
329,484
28,229
357,713
48,656
18,997
67,653
794,649
330,896
29,775
325,597
42,841
8,214
7,182
744,505
6,412
56,556
(44,773)
—
23,830
(12,862)
9,296
(24,509)
32,047
7,255
24,792
(18.8)%
28.3 %
(0.8)%
(4.9)%
42.1 %
(1.1)%
(11.7)%
(5.5)%
(10.0)%
(1.7)%
(4.0)%
1.1 %
5.9 %
(14.7)%
18.3 %
216.3 %
2.3 %
(11.8)%
(56.1)%
(6.7)%
NM
(95.7)%
(81.8)%
104.6 %
(1.8)%
(97.5)%
(90.4)%
(99.6)%
183,164
106,491
289,655
230,949
37,336
268,285
39,632
20,432
60,064
618,004
243,023
24,243
259,382
36,133
(5,403)
13,751
571,129
3,403
50,278
(47,743)
(11,966)
—
—
12,274
(47,435)
2,843
2,973
(130)
3.98
3.90
NM
NM
(0.35)
(0.35)
24.4 %
32.8 %
27.5 %
42.7 %
(24.4)%
33.3 %
22.8 %
(7.0)%
12.6 %
28.6 %
36.2 %
22.8 %
25.5 %
18.6 %
NM
(47.8)%
30.4 %
88.4 %
12.5 %
(6.2)%
NM
NM
NM
(24.3)%
(48.3)%
NM
NM
NM
NM
NM
We acquired or disposed of certain properties in each of 2022, 2021 and 2020.
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OPERATING REVENUE
Total operating revenue totaled $781.0 million in 2022, down $13.7 million, or 1.7%, compared to 2021.
Advertising and marketing services revenue totaled $366.4 million in 2022, down 0.8% compared to 2021.
Revenue Comparison 2022-2021
Print advertising revenues were $185.0 million in 2022, down $42.9 million, or 18.8% compared to 2021. The decline is due to the secular
downward trend in print advertising.
Digital advertising and marketing services revenue totaled $181.5 million in 2022, up 28.3% compared to 2021. Digital advertising and
marketing services revenue represented 49.5% of 2022 total advertising and marketing services revenue compared to 38.3% in 2021. The
increase in digital advertising is due to growth at Amplified, our full service digital marketing service. Revenue at Amplified increased 82.9%
in 2022 totaling $75.8 million.
Subscription revenue totaled $353.6 million in 2022, or down 1.1%, compared to 2021. The change in subscription revenue is due to decline
in full access volume, consistent with historical and industry trends. The decrease was partially offset by growth in selective price increases
on our full access subscriptions and in digital-only subscribers and digital-only revenue which were up 65% and 26%, respectively. As of
September 2022, we had 532,000 digital-only subscribers compared to 402,000 in 2021.
Other revenue, which primarily consist of digital services revenue from BLOX Digital and commercial printing revenue totaled $60.9 million, a
10.0% decrease compared to 2021. Digital services revenue totaled $17.9 million in 2022, a 5.4% decrease compared to 2021. Commercial
printing revenue totaled $21.5 million in 2022, a 14.4% decline from 2021.
Revenue at BLOX Digital, including intercompany revenue, totaled $30,906,000, an increase of 13.6%, due to increased market share and
increases in average revenue per user due to additional value added service offerings.
Total digital revenue including digital advertising revenue, digital-only subscription revenue and digital services revenue totaled $239.5 million
in 2022, a 27.0% increase over 2021 and represented 30.7% of our total operating revenue in 2022, compared to 23.7% in 2021.
Revenue Comparison 2021-2020
Total operating revenue was $794.6 million in 2021, up $176.6 million, or 28.6%, compared to 2020. Total operating revenue from the
Transactions totaled $403.6 million and $203.0 million, in 2021 and 2020, respectively. Total operating revenue on a pro forma basis was
down 3.3% compared to 2020.
Advertising and marketing services revenue totaled $369.3 million in 2021, up 27.5% compared to 2020. Advertising and marketing services
revenue from the Transactions totaled $170.7 million and $82.3 million, in 2021 and 2020, respectively. Total Advertising and marketing
services revenue on a pro forma basis was down 6.0%.
Print advertising revenues were $227.9 million in 2021, down 12.9% compared to 2020 on a pro forma basis. The decline is due to the
secular downward trend in print advertising. Print advertising revenue from the Transactions totaled $195.7 million and $81.3 million, in 2021
and 2020, respectively.
Digital advertising and marketing services totaled $141.4 million in 2021, up 32.8% compared to 2020. Digital advertising and marketing
services represented 38.3% of 2021 total advertising and marketing services revenue compared to 36.8% in 2020. The increase in digital
advertising is due to growth at Amplified, our full service digital marketing service. Revenue at Amplified increased 42.6% in 2021 totaling
$41.6 million.
Subscription revenue totaled $357.7 million in 2021, or up 33.3%, compared to 2020. Subscription revenue from the Transactions totaled
$203.1 million and $106.5 million, in 2021 and 2020, respectively. Subscription revenue on a pro forma basis was up 0.5%. The growth in
subscription revenue is due to growth in selective price increases on our full access subscriptions and in digital-only subscribers and digital-
only revenue which were up 65% and 26%, respectively. The increases were partially offset by a decline in full access volume,
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consistent with historical and industry trends. As of September 2021, we had 402,000 digital-only subscribers compared to 244,000 in 2020.
Other revenue, which primarily consist of digital services revenue from BLOX Digital, commercial printing revenue and until March 16, 2020,
revenue from the Management Agreement, totaled $67.6 million, a 12.6% increase compared to 2020. Other revenue from the Transactions
totaled $49.4 million and $16.3 million in 2021 and 2020, respectively. On a pro forma basis, other revenue was down 13.5% primarily
caused by the end of the Management Agreement in 2020, which generated $5.4 million prior to the Transactions in 2020. Digital services
revenue totaled $19.0 million in 2021, a 0.3% decrease compared to 2020. Commercial printing revenue totaled $25.1 million in 2021, a
6.4% decrease on a pro forma basis.
Revenue at BLOX Digital, including intercompany revenue, totaled $27.2 million, an increase of 8.6%, due to increased market share and
increases in average revenue per user due to additional value added service offerings.
Total digital revenue including digital advertising revenue, digital-only subscription revenue and digital services revenue totaled $188.6 million
in 2021, and represented 23.7% of our total operating revenue in 2021, compared to 23.4% in 2020.
OPERATING EXPENSES
Operating Expense Comparison 2022-2021
Total operating expenses were $761.8 million, a 2.3% increase compared to 2021. Cash Costs were $692.8 million, a 1.0% increase
compared to 2021.
Compensation expense decreased $13.1 million in 2022, or a 4.0% decrease compared to 2021. The decrease is attributable to reductions
in full time employees ("FTEs") due to continued business transformation efforts, partially offset by investments in digital talent.
Newsprint and ink costs increased $0.3 million in 2022, or a 1.1% increase compared to 2021. This increase was attributable to higher
newsprint prices offset by a declines in newsprint volumes. See Item 7A, “Commodities”, included herein, for further discussion and analysis
of the impact of newsprint on our business.
Other operating expenses increased $19.3 million in 2022, or a 5.9% increase compared to 2021. Other operating expenses include all
operating costs not considered to be compensation, newsprint and ink, depreciation and amortization, or restructuring costs and other. The
largest components are costs associated with printing and distribution of our printed products, digital investments, digital cost of goods sold
and facility expenses. The increase is attributable to increases in investments to fund our digital growth strategy partially offset by lower
delivery and other print-related costs due to lower volumes of our print products.
Restructuring costs and other totaled $22.7 million and $7.2 million in 2022 and 2021, respectively. Restructuring costs and other in 2022
include severance costs, litigation expenses, restructuring expenses, and advisor expenses associated with the unsolicited offer in November
2021. Restructuring costs and other in 2021 are predominately severance.
Depreciation expense decreased $3.6 million, or 20.1%, in 2022. Amortization expense decreased $2.7 million, or 10.8%, in 2022.
Assets loss (gain) on sales, impairments and other was a net loss of $9.7 million in 2022 compared to a net loss of $8.2 million in 2021.
Impairment losses in 2022 totaled $13.5 million for mastheads, $7.8 million for leases, and $0.7 million for the disposal of a non-core
business, respectively. Impairment losses in 2021 totaled $1.0 million for mastheads. Assets loss (gain) on sales are part the Company's
ongoing real estate and non-core asset monetization. They totaled a net gain of $12.3 million in 2022 and a net loss of $7.2 million in 2021.
Total operating expenses were $744.5 million, a 30.4% increase compared to 2020. Total operating expenses from the Transactions totaled
$347.8 million and $193.8 million in 2021 and 2020, respectively. Cash Costs were $686.3 million, a 30.3% increase compared to 2020.
Cash Costs from the Transactions totaled $353.8
Operating Expense Comparison 2021-2020
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million and $176.8 million, in 2021 and 2020, respectively. Cash Costs on a pro forma basis were down 2.7% compared to 2020.
Compensation expense increased $87.9 million in 2021, or a 36.2% increase compared to 2020. Compensation expense from the
Transactions totaled $165.4 million and $86.1 million in 2021 and 2020, respectively. Compensation was up 0.1% on a pro forma basis. The
modest increase was due to a one time furlough and compensation reductions for all employees in 2020 in response to COVID-19 of
approximately $10 million, investments in digital talent made throughout 2021, and the lack of incentive compensation in 2020. These
increases were partially offset by a reduction in FTEs due to business transformation initiatives.
Newsprint and ink costs increased $5.5 million in 2021, or a 22.8% increase compared to 2020. Newsprint and ink costs from the
Transactions totaled $19.7 million and $10.6 million, in 2021 and 2020, respectively. On a pro forma basis newsprint and ink expense
decreased 19.8%. This decrease was attributable to declines in newsprint volume 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 $66.2 million in 2021, or a 25.5% increase compared to 2020. Other operating expenses include all
operating costs not considered to be compensation, newsprint and ink, 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.
Other operating expenses from the Transactions totaled $188.3 million and $79.9 million in 2021 and 2020, respectively. On a pro forma
basis, other operating expenses were down 3.5%. The decrease is attributable to lower delivery and other print-related costs due to lower
volumes of our print editions, partially offset by increases in investments to fund our digital growth strategy.
Restructuring costs and other totaled $7.2 million and $13.8 million in 2021 and 2020, respectively. In 2020, restructuring costs and other
include an estimate of costs related to withdrawals from certain of our multiemployer pension plans totaling $4.4 million. The remaining
restructuring costs in 2021 and 2020 are predominately severance.
Depreciation expense increased $2.6 million, or 16.9%, in 2021. Amortization expense increased $4.1 million, or 19.8%, in 2021. Increases
in both are due to the acquired assets from the Transactions.
Assets loss (gain) on sales, impairments and other was a net expense of $8.2 million in 2021 compared to a net gain of $5.4 million in 2020.
Impairment in 2021 and 2020 totaled $1.0 million and $1.0 million, respectively. Assets losses and gains are part the Company's ongoing real
estate and non-core asset monetization.
Equity In Equity Investments
Equity in earnings of TNI and MNI decreased $0.8 million in 2022, or 11.8%, compared to 2021. Equity in earnings of TNI and MNI increased
$3.0 million in 2021 compared to 2020.
NON-OPERATING INCOME AND EXPENSES
Non-operating Income and Expense Comparison 2022-2021
Interest expense decreased $3.0 million, or 6.7%, to $41.8 million in 2022 due to lower debt balances. Our weighted average cost of debt,
excluding amortization of debt financing cost, was 9.0% in 2022 and 2021.
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 $20.5 million and $33.3 million in 2022 and 2021, respectively. We recognized a non-cash curtailment gain of
$23.8 million and a reduction in our benefit obligation in 2021 by eliminating post-retirement medical coverage for certain employees. We
recognized pension withdrawal costs in 2021 of $12.9 million in connection with the withdrawal from pension plans that covered certain
employees. The withdrawal liabilities will be paid over the next 20 years.
During 2022 we notified certain participants in our defined benefit plans of changes to be made to the plans. The Company froze future
benefits for an additional four of the defined benefit plans. The freeze of future benefits resulted in a non-cash curtailment gain of $1.0 million
related to the four plans. In connect with the freeze the Company provided certain plan enhancements that resulted in an increase to our net
pension liability
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and a decrease to Accumulated Other Comprehensive income of $6.1 million. Additionally, the Company merged the six frozen plans into
one defined benefit plan effective in the second quarter of fiscal 2022.
During September of 2022, the Company, as sponsor of the Lee Enterprises Incorporated Pension Plan (the "Plan") executed an agreement
pursuant to which the Plan used a portion of its assets to purchase annuities from an insurance company (the "Insurer") and thereby
assumed $85,622,000 of the Plan's liabilities in exchange for $81,377,000 of Plan assets. The non-cash settlement gain of $4,245,000 is
recorded in Pension and OPEB related benefit (cost) and other, net.
As more fully discussed in Note 7 of the Notes to the Consolidated Financial Statements, included herein, we recorded a liability for the
Warrants, issued in connection with the Warrant Agreement in previous years. We re-measured 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 $0.1
million and $0.3 million in 2022 and 2021 respectively, due to the change in fair value of the Warrants.
Non-operating Income and Expense Comparison 2021-2020
Interest expense decreased $3.0 million, or 6.2%, to $44.8 million in 2021 due to lower debt balances. Our weighted average cost of debt,
excluding amortization of debt financing cost, was 9.0% in 2021 and 2020. We recognized no debt financing and administrative costs in 2021
compared to $12.0 million in 2020. Expenses in the prior year are due to writing off unamortized financing costs paid in conjunction with a
prior refinancing.
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 $33.3 million and $3.8 million in 2021 and 2020, respectively. We recognized a non-cash curtailment gain of
$23.8 million and a reduction in our benefit obligation in 2021 by eliminating post-retirement medical coverage for certain employees. We
recognized pension withdrawal costs in 2021 of $12.9 million in connection with the withdrawal from pension plans that covered certain
employees. The withdrawal liabilities will be paid over the next 20 years.
As more fully discussed in Note 7 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-measured 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 $0.3 million and $0.8 million in
2021 and 2020 respectively, due to the change in fair value of the Warrants.
INCOME TAX EXPENSES
In 2022, we recorded income tax expense of $698,000, or 87.8% of pretax income and in 2021, we recorded an income tax expense of
$7,255,000, or 22.6% of pretax income. In 2020, we recorded an income tax expense of $2,973,000, or 104.6% of pre-tax income. See Note
14 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 income was $0.1 million in 2022 compared to net income of $24.8 million in 2021. The decrease in net income is predominately due to
cycling one-time non-cash benefits in 2021. In 2020, net loss was $0.1 million.
Diluted loss per share was $0.35 per share in 2022 compared to diluted earnings per share of $3.90 per share in 2021. In 2020, losses per
share were $0.35 per share.
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 and cash costs, which are non-GAAP financial performance measures that exclude from our
reported GAAP results the impact of certain items consisting primarily of
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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, 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.
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, restructuring costs and other non-cash operating expenses and other non-
operating expenses are excluded.
Tables reconciling Adjusted EBITDA to net income and Cash Costs to operating expenses, the most directly comparable measure under
GAAP, are set forth below under the caption "Reconciliation of Non-GAAP Financial Measures".
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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)
Net Income (loss)
Adjusted to exclude
Income tax expense
Non-operating expenses, net
Equity in earnings of TNI and MNI
Assets loss (gain) on sales, impairments and other
Depreciation and amortization
Restructuring costs and other
Stock compensation
Add:
Ownership share of TNI and MNI EBITDA (50%)
Adjusted EBITDA
2022
97
698
24,056
(5,657)
9,716
36,544
22,720
1,337
6,541
96,052
2021
24,792
7,255
24,509
(6,412)
8,214
42,841
7,182
854
7,317
116,552
2020
(130)
2,973
47,435
(3,403)
(5,403)
36,133
13,751
1,051
4,764
97,171
The table below reconciles the non-GAAP financial performance measure of Cash Costs to Operating expenses, the most directly
comparable GAAP measure:
(Thousands of Dollars)
Operating expenses
Adjustments
Depreciation and amortization
Assets loss (gain) on sales, impairments and other, net
Restructuring costs and other
Cash Costs
LIQUIDITY AND CAPITAL RESOURCES
2022
2021
2020
761,775
36,544
9,716
22,720
692,795
744,505
42,841
8,214
7,182
686,268
571,129
36,133
(5,403)
13,751
526,648
Our operations have historically generated strong positive cash flow, and are expected to continue providing sufficient liquidity, together with
cash on hand, to meet our future cash requirements, which primarily relate to 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 $3,429,000 in 2022 compared to $50,078,000 in 2021, a decrease of $46,649,000. The
decrease was primarily driven by a decrease in operating results of $25,412,000 (defined as net income (loss) adjusted for non-working
capital items) and a decrease in cash from working capital of $21,237,000, primarily related to unfavorable changes in accounts receivable
and income taxes payable, partially offset by favorable changes in accounts payable and pension and postretirement obligations.
Cash provided by operating activities totaled $50,078,000 in 2021 compared to $49,869,000 in 2020, an increase of $209,000. The increase
was primarily driven by an increase in operating results of $48,590,000 (defined as net income (loss) adjusted for non-working capital items)
offset by a decrease in cash from working capital of $48,381,000, primarily related to unfavorable changes in accounts receivable and
income taxes payable, partially offset by favorable changes in accounts payable and pension and postretirement obligations.
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Investing Activities
Cash required for investing activities totaled $6,337,000 in 2022 and $2,278,000 in 2021. Capital spending totaled $7,536,000 and
$7,479,000 in 2022 and 2021, respectively. Proceeds from sales of assets totaled $14,835,000 and $4,616,000 in 2022 and 2021,
respectively.
Cash required for investing activities totaled $2,278,000 in 2021 and $118,176,000 in 2020. 2020 included $130,985,000 in spending related
to the Transactions. Capital spending totaled $7,479,000 and $8,096,000 in 2021 and 2020, respectively. Proceeds from sales of assets
totaled $4,616,000 and $21,710,000 in 2021 and 2020, respectively.
We anticipate that funds necessary for capital expenditures, which are expected to be $12,000,000 in 2023, and other requirements, will be
available from internally generated funds.
Financing Activities
Cash required for financing activities totaled $19,693,000 in 2022 and $55,421,000 in 2021, while cash provided by financing activities
totaled $93,395,000 in 2020. Debt reduction accounted for the majority of the usage of funds in 2022 and 2020, while proceeds from the
Transactions accounted for the funds provided in the 2020 period.
Excluding payments required from the Company's future excess cash flow (as defined in Note 7), 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 are from excess cash flows. There are no other scheduled mandatory principal
payments required under the Credit Agreement.
Liquidity
Our liquidity, consisting of cash on the balance sheet, totals $16.2 million at September 25, 2022. This liquidity amount excludes any future
cash flows from operations. 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.
At September 25, 2022, the principal amount of our outstanding debt totals $462.6 million.
The 2020 Refinancing as defined in Note 7, significantly extended our debt maturity profile with final maturity of our debt in 2045.
SEASONALITY
Our largest source of advertising and marketing services 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.
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 25, 2022:
(Thousands of Dollars)
Nature of Obligation
(1)
(2)
Debt (Principal Amount)
Interest expense
Operating lease obligations
Withdrawal liabilities
Capital expenditure commitments
Total
462,554
936,673
71,144
27,305
3,872
1,501,548
Less
Than 1
—
41,630
12,921
1,564
3,872
59,987
Payments (or Commitments) Due (Years)
More
Than 5
3-5
1-3
—
124,890
22,501
3,127
—
150,518
—
124,890
16,923
3,127
—
144,940
462,554
645,263
18,799
19,487
—
1,146,103
(1) Maturities of long-term debt are limited to mandatory payments. See Note 7 of the Notes to the Consolidated Financial Statements, included herein.
(2) Interest expense includes an estimate of interest expense for the Term Note, until its maturity in March 2045. Interest expense under the Term Note is
estimated using the 9.0% contractual rate applied to the outstanding balance as reduced by future contractual maturities of such debt. See Note 7 of
the Notes to Consolidated Financial Statements, included herein.
The table above excludes future cash requirements for pension, postretirement and postemployment obligations. The periods in which these
obligations will be settled in cash are not readily determinable and are subject to numerous future events and assumptions. See Notes 9 and
10 of the Notes to the Consolidated Financial Statements, included herein.
The contractual obligations above exclude unrecognized tax benefits to be recorded in accordance with FASB ASC Topic 740, Income Taxes.
We are unable to reasonably estimate the ultimate amount or timing of cash settlements with the respective taxing authorities for such
matters. A substantial amount of our deferred income tax liabilities will not result in future cash payments. See Note 14 of the Notes to the
Consolidated Financial Statements, included herein.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to market risk stemming from changes in interest rates and commodity prices. Changes in these factors could cause
fluctuations in earnings and cash flows. In the normal course of business, exposure to certain of these market risks is managed as described
below.
INTEREST RATES ON DEBT
Our debt structure is entirely fixed rate as of September 25, 2022.
COMMODITIES
Declining structural demand trends and the COVID-19 impact on our industry and advertising led North American newsprint producers'
efforts to permanently reduce manufacturing capacity by approximately 60% of pre-pandemic levels. As a result producers are experiencing
high capacity utilization and increased backlogs which in turn led to numerous price increases during 2021 and 2022. We are still
experiencing rising costs in our operations.
Our long term supply strategy continues to align and concentrate the Company's purchases with those cost effective suppliers most likely to
continue producing and supply newsprint to the North American market. Where possible the Company will align supply with the lowest cost
material.
A $10 per tonne price increase for 27.7 pound newsprint would result in an annualized reduction in income before taxes of approximately
$308,000 based on anticipated consumption in 2023 excluding consumption of TNI and MNI and the impact of LIFO accounting.
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SENSITIVITY TO CHANGES IN VALUE
Our fixed rate debt consists of $462,554,000 principal amount of the Term Loan recorded at carrying value. At September 25, 2022, the fair
value is $463,446,000.
Information with respect to this Item is included herein under the caption “Consolidated Financial Statements”.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
ITEM 9A. CONTROLS AND PROCEDURES
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we
concluded an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed
in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified
in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include controls and procedures
designed to ensure that information required to be disclosed in our Company’s reports filed under the Exchange Act is accumulated and
communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required
disclosure. Based on this evaluation the Company identified material weaknesses in its internal control over financial reporting. Due to the
material weaknesses, our principal executive officer and our principal financial officer concluded that, as of the end of the period covered by
this report, our disclosure controls and procedures were not effective.
In light of the material weaknesses described below, management performed additional analysis and other procedures to ensure that our
interim and annual consolidated financial statements were prepared in accordance with U.S. GAAP. Accordingly, management believes that
the consolidated financial statements included in this Annual Report on Form 10-K fairly present, in all material respects, our financial
position, results of operations, and cash flows as of and for the periods presented, in accordance with U.S. GAAP.
Management's Report on Internal Control Over Financial Reporting
The Company's management is responsible for establishing and maintaining adequate internal control over financial reporting as such term
is defined in Rule 13a-15(f) of the Exchange Act. Any internal control system, no matter how well designed, has inherent limitations and may
not prevent or detect misstatements. Accordingly, even those systems determined to be effective can provide only reasonable assurance
with respect to financial statement preparation and presentation.
Under the supervision and with the participation of our senior management, including our chief executive officer and chief financial officer, we
assessed the effectiveness of our internal control over financial reporting as of the Evaluation Date, using the criteria set forth in the Internal
Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this
assessment, management has concluded that our internal control over financial reporting was not effective as of the Evaluation Date due to
the material weaknesses in the Company's internal control over financial reporting described below. A material weakness is a deficiency, or
combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement
of the Company's annual or interim financial statements will not be prevented or detected on a timely basis.
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The material weaknesses identified by the Company are described below:
• Management did not maintain appropriately designed information technology general controls in the areas of user access for certain
of its information systems that are relevant to the preparation of the Company’s consolidated financial statements and system of
internal control over financial reporting.
• Management did not maintain appropriately designed controls over data provided by third-party service organizations for which a
System and Organization Controls (SOC) 1 Type 2 report is not available. Specifically, management did not design and implement
controls over the validation of the completeness and accuracy of information received from these service organizations and
correspondingly relied upon by the Company in the preparation of the Company’s consolidated financial statements.
• Management did not maintain appropriately designed controls over validation of the accuracy of the tax basis associated with certain
deferred tax assets and liabilities, which resulted in an immaterial error correction associated with the Company's previously issued
consolidated financial statements.
BDO USA, LLP, our independent registered public accounting firm, has issued an attestation report on our internal control over financial
reporting as of September 25, 2022, which is included herein. As a result of the material weaknesses described above, such report includes
an adverse audit report on the effectiveness of internal control over financial reporting as of September 25, 2022.
Remediation Plans and Actions
Management is committed to remediating the material weaknesses that have been identified and maintaining an effective system of
disclosure controls and procedures. These remediation efforts, summarized below, are intended to both address the identified material
weaknesses and to enhance our overall financial control environment. In this regard, our initiatives include:
•
Establishing a project team to review, evaluate, and remediate material weaknesses in internal controls over financial reporting. The
Company's recently expanded Corporate Compliance function will lead management's efforts related to effective control design,
documentation, and implementation, as well as remediate ineffective controls.
• Undergoing a complete user access review related to our information technology systems to refine user roles and establish
appropriate user access to various systems that the Company relies upon in its internal controls over financial reporting, which
includes enhancing user access provisioning and monitoring controls to enforce appropriate system access and segregation of
duties.
•
•
•
Providing training to relevant personnel reinforcing existing Company policies regarding user access and the steps and procedures
required to perform the required reviews of access to Company systems.
Enhancing the design of internal controls around evaluating data provided by third-party service organizations for which a SOC 1,
Type 2 is not available to validate completeness and accuracy.
Enhancing the design of internal controls to validate the accuracy of the tax basis for deferred tax assets and liabilities, including
enhancing our record retention policy to include retaining documentation for complex tax items for as long as such tax items impact
our consolidated financial statements.
The material weaknesses will be considered remediated when management concludes that, through testing, the applicable remedial controls
are designed and implemented effectively.
When fully implemented and operational, we believe the measures described above will remediate the material weaknesses we have
identified and strengthen our internal control over financial reporting. These material weaknesses will not be considered remediated until the
remediated and/or newly implemented internal controls operate for a sufficient period of time and management has concluded, through
testing, that these internal controls are operating effectively. We are working to have these material weakness remediated as soon as
possible.
We are committed to continuing to improve our internal control processes and will continue to review and assess our financial reporting
controls and procedures on an ongoing basis. As we continue to evaluate and
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improve our internal control over financial reporting, our management may determine it is appropriate or necessary to take additional
measures.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There have been no changes in our internal control over financial reporting that occurred during the 13 weeks ended September 25, 2022
that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.
Report of Independent Registered Public Accounting Firm
Stockholders and Board of Directors
Lee Enterprises, Incorporated
Davenport, Iowa
Opinion on Internal Control over Financial Reporting
We have audited Lee Enterprises, Incorporated’s (the “Company”) internal control over financial reporting as of September 25, 2022, based
on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the
Treadway Commission (the “COSO criteria”). In our opinion, the Company did not maintain, in all material respects, effective internal control
over financial reporting as of September 25, 2022, based on the COSO criteria.
We do not express an opinion or any other form of assurance on management’s statements referring to any corrective actions taken by the
Company after the date of management’s assessment.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the
consolidated balance sheet of the Company as of September 25, 2022, the related consolidated statements of income (loss) and
comprehensive income (loss), stockholders’ equity (deficit), and cash flows for the fiscal year ended September 25, 2022, and the related
notes (collectively referred to as the “consolidated financial statements”), and our report dated February 27, 2023, expressed an unqualified
opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the
effectiveness of internal control over financial reporting, included in the accompanying Item 9A, Management’s Report on Internal Control
over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our
audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in
accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the
PCAOB.
We conducted our audit of internal control over financial reporting in accordance with the standards of the PCAOB. Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was
maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the
risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the
assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that
our audit provides a reasonable basis for our opinion.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a
reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected
on a timely basis. Material weaknesses were identified regarding the following:
1. Management’s failure to design and maintain effective information technology general controls relating to user access for certain of
its information systems that are relevant to the preparation of the Company’s consolidated financial statements and system of
internal control over financial reporting.
2. Management’s failure to design and implement effective controls over data provided by third-party service organizations for which a
System and Organization Controls (SOC) 1 Type 2 report is not
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available. Specifically, management did not design and implement effective controls to validate the completeness and accuracy of
information received from these service organizations and correspondingly relied upon by the Company in its revenue recognition
process and the preparation of the Company’s consolidated financial statements.
3. Management's failure to design and implement effective controls over validation of the accuracy of the tax basis associated with
certain deferred tax assets and liabilities that are relevant to the preparation of the Company's consolidated financial statements.
These material weaknesses were considered in determining the nature, timing, and extent of audit tests applied in our audit of the
consolidated financial statements, and this report does not affect our report dated February 27, 2023 on those consolidated financial
statements.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally
accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of
management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,
or that the degree of compliance with the policies or procedures may deteriorate.
/s/ BDO USA, LLP
Chicago, Illinois
February 27, 2023
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None.
PART III
DIRECTORS
ITEM 9B. OTHER INFORMATION
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
David T. Pearson, 57, Director since 2020
Mr. Pearson is a private investor and business consultant. He was Chief Financial Officer of Vonage (NASDAQ: VG) from May 2013 until
August 2020. In that position, he managed Vonage’s Finance, Corporate Development and Investor Relations organizations. Before Mr.
Pearson joined Vonage, he spent over nine years with Deutsche Bank Securities focused on Technology, Media & Telecom (TMT) as a
Managing Director and Global Media & Telecom Group Head. Prior to joining Deutsche Bank, Mr. Pearson worked at Goldman, Sachs & Co.
in the firm’s TMT practice for nine years, leaving as a Managing Director. He began his career at Coopers & Lybrand and holds a M.B.A. from
Harvard Business School and his A.B. in Political Science and Organizational Behavior/Management from Brown University. Mr. Pearson is a
member of the boards of directors of Magnite, Inc. (NASDAQ: MGNI) and Potbelly, Inc. (NASDAQ: PBPB), where he serves as Chairperson
of each company’s Audit Committee.
Mr. Pearson is a member of the Audit Committee and serves as one of the Audit Committee’s designated financial experts.
Mr. Pearson has significant executive experience, including in the areas of operations, technology, finance, capital allocation, capital markets
and mergers and acquisitions, as a result of his career as an executive at and advisor to companies in the technology, media and
telecommunications sectors. Additionally, through his role as Chief Financial Officer of Vonage as well as his investment banking roles, Mr.
Pearson has developed a strong understanding of financial and disclosure responsibilities, internal controls and procedures, and risk
management functions, making him well-qualified to serve on the Audit Committee as one of its designated financial experts.
Margaret R. Liberman, 54, Director since 2019
Ms. Liberman is Senior Vice President, News, Talk & Entertainment at SiriusXM (NASDAQ: SIRI), where she has served since October 2017
and is responsible for content and strategic direction of the talk portfolio, overseeing 60 original and partner channels and all podcast
programming produced under the Stitcher and Earwolf labels. Previously, she was Vice President and Editor in Chief of the Yahoo News
Group from September 2013 to June 2017 and spent 13 years at The New York Times (NYSE: NYT), most recently as Deputy News Editor
for Digital Development from 2010 to 2013. From 2001 to 2010, Ms. Liberman worked at The New York Times Magazine, first as a Story
Editor before becoming Deputy Editor, where she oversaw numerous award-winning video and multimedia projects. Ms. Liberman began her
career at a small children’s book publisher before assuming various editorial roles at Us Weekly, Swing Magazine, Martha Stewart Living,
and Bridal Guide Magazine. Ms. Liberman earned a Bachelor of Arts degree from Barnard College in 1990 and a Master of Science degree
from Columbia Graduate School of Journalism in 1995.
Ms. Liberman is a member of the Nominating and Corporate Governance Committee.
Ms. Liberman is a lifelong journalist and highly accomplished digital media executive. She brings top-tier experience and tremendous
expertise developing and implementing effective digital platform strategies and directing award-winning editorial content. Her extensive
experience and industry familiarity enables her to contribute effectively to the Board’s oversight of the Company’s strategy and operations.
Mr. Magid is President and Chief Executive Officer of Frank N. Magid Associates, Inc., a research-based strategy consulting company with
expertise in a wide range of media. From 2007 to 2009, Mr. Magid served as a director of Quattro Wireless, a mobile advertising company.
From 1989 to 1991, Mr. Magid worked in the entertainment group of JPMorgan Chase & Co.
Brent Magid, 58, Director since 2010
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Mr. Magid is Chairman of the Audit Committee and serves as one of the Audit Committee’s designated financial experts and is also a
member of the Executive Compensation Committee.
Mr. Magid provides the Board with experience and insight into key marketing and advertising trends and related media industry strategies,
especially digital media and digital services. Also, Mr. Magid provides significant financial experience and contributes extensively to the
oversight and integrity of the Company’s financial statements, risk management and risk assessment, ethics and compliance functions, and
procedures and controls, which qualify him to serve as Chairman of the Company’s Audit Committee and as one of its designated financial
experts.
Steven C. Fletcher, 55, Director since 2020
Mr. Fletcher has served as the Chief Executive Officer of technology company Explorer Parent LLC, a firm that sponsors special purpose
acquisition companies (SPACs), since July 2020, an advisor to Carney Technology Acquisition Corp. II (NASDAQ: CTAQ) since December
2020, an advisor to Epiphany Technology Acquisition Corp. (NASDAQ: EPHY) since January 2021, an advisor to BioPlus Acquisition Corp.
(NASDAQ: BIOS) since January 2021 and an advisor to Enterprise 4.0 Technology Acquisition Corp. (NASDAQ: ENTF) since October 2021.
He served from 2013 to August 2022 as an independent director of atVenu, a leading live event commerce platform, where he was a member
of the Audit and Compensation Committees, and as an independent director of Life Signals, Inc. a healthcare technology company since
November 2021. From 2003 to May 2018, Mr. Fletcher was a Managing Director, Co-Head of the Digital Media Group and Head of the
Software Group at GCA Savvian, a global investment bank. He was also a member of the firm’s Management Committee. From 1994 until
2002, Mr. Fletcher worked at Goldman, Sachs & Co., where he held a number of leadership roles including Head of the Private Placement
Group, Head of the IT Services sector and Co-Head of the Hardware, Storage, EMS, and Internet Infrastructure sectors. He began his career
at Deloitte & Touche as a CPA. Mr. Fletcher received a B.A. in Economics from UCLA and an M.B.A. from the Wharton School of the
University of Pennsylvania.
Mr. Fletcher is the Chairman of the Nominating and Corporate Governance Committee, and a member of the Audit Committee and Executive
Compensation Committee.
Mr. Fletcher brings to the Board more than 20 years of experience in the investment banking industry, and he has extensive expertise with
respect to debt and equity financing, strategic transactions, capital allocation, capital markets and corporate financial management,
particularly in the digital media sector. He also has significant experience with corporate governance through prior service on several boards.
His experience enables him to provide strong oversight of financial and disclosure responsibilities, controls, and procedures, and he serves
as one of the Audit Committee’s designated financial experts.
Shaun McAlmont, 57, Director since May 2022
Dr. McAlmont is a seasoned executive with deep experience overseeing successful digital transformations, change management and
strategic partnerships. In early 2022, Dr. McAlmont joined a cybersecurity training company, NINJIO, LLC, as President and CEO, after
serving since 2018 as the President of Career Learning at Stride, Inc. (NYSE: LRN), a $1.5 billion technology-based education company,
where he led a multi-year digital transformation that doubled the size of the career learning business through the introduction of new IT,
business and healthcare career training programs, three acquisitions, and strategic corporate and higher education partnerships. From 2015
to 2017, he was the President and CEO of Neumont College of Computer Science, a for-profit training institution. Dr. McAlmont also served
as the President and CEO of Lincoln Educational Services (NASDAQ: LINC) from 2005 to 2015. Dr. McAlmont held senior-level manager
positions at Alta Colleges, where he pioneered online learning at scale, and Heald Colleges from 1991 to 2005, after beginning his career at
Stanford University. Dr. McAlmont received a Bachelor of Science degree in Psychology from Brigham Young University and multiple
graduate degrees in the education field, including a Doctorate of Higher Education Management from the University of Pennsylvania. He
recently completed the Board Education Program at Stanford University Directors College. Dr. McAlmont is a member of the BorgWarner
(NYSE: BWA) board of directors, where he serves on its compensation committee.
Dr. McAlmont is a member of the Executive Compensation Committee.
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Dr. McAlmont brings to the Board more than 25 years of career leading successful digital transformations at scale in online learning and
workforce training and has leveraged past learnings to drive growth and generate value at several companies. He has significant executive
leadership and public company board experience.
Gregory P. Schermer, 68, Director since 1999
Mr. Schermer served as Vice President — Strategy of the Company from March 2012 until his retirement in September 2016. From 1989 to
July 2006, Mr. Schermer served as Corporate Counsel of the Company, and from July 2006 until October 2012, he served as Vice President
— Interactive Media of the Company. Mr. Schermer led the development of the Company’s digital media strategies and platforms, including
the successful expansion of BLOX Digital and represented the Company in several industry digital media initiatives, including The Local
Media Consortium (the “Consortium”), a group of 82 companies that create digital partnerships for local media operations. Mr. Schermer
served as a member of the Consortium’s executive committee.
Mr. Schermer is a member of the Audit Committee and Nominating and Corporate Governance Committee.
Mr. Schermer provides the Board with insight and operational perspective on the Company’s digital media strategies and his in-depth
understanding of the Company’s business, strategy and operations makes him well-qualified to provide guidance to the Board in its oversight
of the Company’s digital transformation. Through his former role as the Company’s corporate counsel, he also provides the Board with
valuable insight on legal matters, compliance and risk assessment, and corporate governance.
Mary E. Junck, 75, Director since 1999
Mary E. Junck was elected Executive Chairman of the Company in February 2016 and elected Chairman in February 2019. She joined Lee
in 1999 as Executive Vice President and Chief Operating Officer. She became president in 2000, Chief Executive Officer in 2001 and
Chairman in January 2002. She previously held senior executive positions at the former Times Mirror Company, where she was responsible
for the operations of Newsday, The Baltimore Sun (publisher and chief executive officer), the Hartford Courant, The Morning Call, Southern
Connecticut Newspapers and St. Paul Pioneer Press (publisher and president). She also had responsibility for Times Mirror magazines and
StayWell, Times Mirror’s consumer health company. She was a member of the board of directors of The Associated Press from 2004 to 2017
and was chairman from 2012 to 2017. Since October 2016, Ms. Junck has served as a director of Postmedia Network Canada Corp. (TSE:
PNC.A), a public company based in Toronto, Canada, that owns numerous newspapers and associated online platforms throughout Canada.
Ms. Junck’s in-depth knowledge of the Company and the publishing industry, in which she has worked in executive and senior management
positions for more than 32 years, enables her to lead the Board effectively in her capacity as Chairman. Ms. Junck provides a valuable and
unique perspective in Board deliberations about the Company’s business, competitive landscape, strategic relationships and opportunities,
senior leadership and operational and financial performance. As Chairman, Ms. Junck serves as an advisor to the Chief Executive Officer
and provides overall leadership for the Board. Her experience provides her with a thorough understanding of strategic direction and
partnerships, financial matters and board management.
Herbert W. Moloney III, 72, Director since 2001
From December 2006 until his retirement in July 2011, Mr. Moloney was President and Chief Operating Officer of Western Colorprint, Inc., a
privately held company that provided advertising supplements and commercial printing services to the publishing industry. From April 2005 to
November 2006, Mr. Moloney was President and Publisher of the Washington Examiner. From 2000 to March 2005, Mr. Moloney was the
Chief Operating Officer, North America, and an Executive Vice President of Vertis, Inc., a premium provider of targeted advertising and
marketing solutions to leading retail and consumer services companies.
Mr. Moloney is Chairman of the Executive Compensation Committee and a member of the Audit Committee, the Nominating and Corporate
Governance Committee, and the Executive Committee. Mr. Moloney has been designated as the Company’s Lead Director by the
independent directors to preside over executive sessions of non-management directors, among other duties.
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Mr. Moloney brings to the Board more than 30 years of executive and management experience in the publishing and television industries. His
extensive relevant industry and executive leadership experience provides him with substantive knowledge about a variety of issues that are
related to the Company’s business, including digital and print advertising and marketing, operations and strategy development.
Kevin D. Mowbray, 61, Director since 2016
Mr. Mowbray was elected as the Company’s President and Chief Executive Officer (“CEO”) in February 2016. Prior to his election as CEO,
Mr. Mowbray was the Company’s Executive Vice President and Chief Operating Officer from April 2015, and served as Vice President and
Chief Operating Officer since 2013. He previously was publisher of the Company’s largest newspaper, the St. Louis Post-Dispatch, from
2006 to 2013, where he drove the Company’s digital efforts and piloted many significant digital products and initiatives. Mr. Mowbray is a
member of the News Media Alliance board of directors, where he also serves on its executive committee and is the chair of the board of
trustees of the American Press Institute. He is also a member of the board of directors of the Associated Press.
As President and CEO, Mr. Mowbray has direct responsibility for all aspects of the Company’s operations, including more than 77 markets in
26 states and the corporate staff, with special focus on digital growth, revenue expansion and business transformation. His familiarity with the
Company and his role in spearheading the development of our five-year strategic plan and digital strategies and overseeing our
transformation, coupled with his 36 years of executive and management experience in the publishing industry, makes him a valuable addition
to our Board.
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EXECUTIVE OFFICERS
Name
Kevin D. Mowbray
Offices or Positions to be Held Biographical Information
President and Chief Executive
Officer
Mr. Mowbray, age 61, has been President and Chief Executive Officer since
February 2016. Previously, Mr. Mowbray held the titles of Executive Vice President
and Chief Operating Officer from April 2015 to February 2016, Vice President and
Chief Operating Officer from May 2013 to April 2015, Publisher of the St. Louis
Post-Dispatch from 2006 to May 2013, and Vice President - Publishing from 2004
to May 2013. Mr. Mowbray joined the Company in 1986 and served in several
positions in the Company’s sales and marketing and newspaper management
functions, including as Vice President for Sales and Marketing and General
Manager, the Missoulian.
Timothy R. Millage
Vice President, Chief Financial
Officer and Treasurer
Nathan E. Bekke
Operating Vice President; Vice
President - Audience Strategy
Mr. Millage, age 42, has been Vice President, Chief Financial Officer and Treasurer
since August 2018. Mr. Millage served as the corporate controller of the Company
from 2012 to 2018. Prior to joining the Company, Mr. Millage served as an audit
manager with Deloitte, LLP and worked for multinational clients in various
industries.
Mr. Bekke, age 53, has been Vice President - Consumer Sales and Marketing
since February 2015. Previously, Mr. Bekke served as Publisher of the Casper
Star-Tribune, a Company newspaper, from 2003 to February 2015. Mr. Bekke
joined the Company in 1988 and served in several positions in the Company’s
sales and marketing function, including as director of sales and marketing at
Billings Gazette and the Independent Record.
Astrid J. Garcia
Vice President - Human
Resources and Legal; Chief
Legal Officer
Ms. Garcia, age 72, has been Vice President - Human Resources and Legal since
2013. Previously, Ms. Garcia served as Vice President of Human Resources and
Operations at the St. Louis Post-Dispatch from December 2006 to 2013. Prior to
joining the Company, Ms. Garcia served as a senior human resources professional
and legal advisor for a number of companies in the publishing industry.
Joseph J. Battistoni
Vice President - Sales and
Marketing
Jolene Sherman
Vice President - Business
Development and Market
Strategy
Mr. Battistoni, age 40, has been Vice President - Sales and Marketing since
November 2020. Previously, Mr. Battistoni held the titles of Vice President - Local
Advertising from January 2020 to November 2020 and General Manager and Vice
President of Sales and Marketing at The Times of Northwest Indiana from
November 2015 to January 2020. Mr. Battistoni joined the Company as Digital
Director of The Times in March 2014. Prior to joining the Company, Mr. Battistoni
was employed by Tribune Media Company in various leadership positions involving
the delivery of digital services and targeted media.
Ms. Sherman, age 41, has been Vice President - Business Development and
Market Strategies since June 2022. Previously Ms. Sherman was Vice President -
Digital Sales and Agency Strategies from March 2020 until June 2022. Prior to
that, Ms. Sherman served as the Vice President and Managing Director of
Amplified Digital from 2017 until March 2020. Ms. Sherman joined the Company in
2005 as a sales executive with the St. Louis Post-Dispatch.
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DELINQUENT SECTION 16(a) REPORTS
Section 16(a) of the Exchange Act requires our executive officers and directors to file initial reports of ownership and reports of changes in
that ownership with the SEC. Specific due dates for these reports have been established and we are required to disclose in our Proxy
Statement any failure to file by these dates in 2021.
Based solely on review of the reports received by the Company, and on written representations from certain reporting persons, the Company
believes the persons subject to Section 16(a) reporting complied with applicable SEC filing requirements during fiscal year 2022, with the
exception of a Form 3 filing on behalf of Dr. Shaun E. McAlmont, related to his election as a Director, which was effective May 9, 2022, and
filed late on September 6, 2022.
CODE OF ETHICS
We have a Code of Business Conduct and Ethics ("Code") that applies to all of our employees, including our principal executive officer, and
principal financial and accounting officer. The Code is monitored by the Audit Committee of our Board of Directors and is annually affirmed by
our directors and executive officers. We maintain a corporate governance page on our website which includes the Code. The corporate
governance page can be found at www.lee.net by clicking on “Governance” under the "About" tab. A copy of the Code will also be provided
without charge to any stockholder who requests it. Any future amendment to, or waiver granted by us from, a provision of the Code will be
posted on our website.
AUDIT COMMITTEE
The Company’s Board of Directors has a separately designated standing Audit Committee. The Audit Committee of the Company’s Board of
Directors consists of Messrs. Fletcher, Magid, Moloney, Pearson, and Schermer, with Mr. Magid serving as chairman. Each member of the
Audit Committee meets the financial sophistication requirements of NASDAQ. Our Board has determined that Messrs. Magid, Fletcher, and
Pearson meet the requirements of an audit committee financial expert, as defined by the SEC, and that all Audit Committee members are
financially sophisticated and meet the NASDAQ’s independence requirements and definition of an independent director.
EXECUTIVE COMPENSATION
ITEM 11. EXECUTIVE COMPENSATION
References to “we,” “our” or “us” under “Executive Compensation” refer to the Executive Compensation Committee.
The following describes certain aspects, elements, and objectives of and information concerning the Company's executive compensation
program with respect to the Company's NEOs in 2022.
2022 Corporate Performance Assessment
In 2022, the Company continued to grow digital revenue, managed print revenue in a difficult environment, controlled costs and significantly
reduced debt. Significant results for the year included the following:
•
•
Total operating revenue was $781 million, down 2% versus the prior year.
Total Digital Revenue was $240 million, a 27% increase over the prior year, and represented 31% of our total operating revenue.
• Digital-only subscription revenue increased 42% in 2022 compared to 2021.
• Digital advertising and marketing services revenue represented 50% of our total advertising revenue and totaled $181 million, a 28%
increase over the prior year. Digital marketing services revenue at Amplified Digital® fueled the growth, with revenue of $76 million,
an 83% increase over the prior year.
• Digital services revenue, which is predominantly BLOX Digital, totaled $18 million in the year. On a standalone basis, revenue at
BLOX Digital totaled $31 million, a 14% increase over the prior year.
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• Operating expenses totaled $762 million and Cash Costs were up 1%. Rapidly rising prices, incremental investments in digital talent
and technology tied to our digital growth strategy, and an increase in cost of goods sold attributed to revenue growth at Amplified
Digital® were partially offset by reductions in costs tied to our legacy print revenue streams.
• Net income totaled $0.1 million and Adjusted EBITDA totaled $96 million.
The Named Executive Officers
The Company's NEOs include the principal executive officer, the principal financial officer and the other most highly compensated executive
officer who was serving as an executive officer at September 25, 2022. In 2022, the NEOs were:
Kevin D. Mowbray
Timothy R. Millage
Nathan E. Bekke
President and Chief Executive Officer
Vice President, Chief Financial Officer & Treasurer
Operating Vice President, Vice President - Audience Strategy
Elements of Compensation
Our compensation program reinforces the key drivers of success in the Company’s business. Our financial emphasis is on revenue and
operating cash flow. We believe these two measures are key measures of long and short-term success in our industry. Compensation for our
NEOs includes the following:
•
•
Salaries;
Annual cash incentives which are based, to a large extent, on annual performance of the Company and the operations the individual
manages;
• Discretionary cash bonus awards in those circumstances where we believe exceptional performance is not adequately rewarded
under our annual cash incentive compensation program;
•
•
Long-term equity incentives in the form of stock options or restricted Common Stock awards that fully vest three years after grant;
and
Benefits, including health, life and disability insurance, a 401(K) plan and a supplemental deferred compensation plan.
Our annual cash incentive program places a portion of NEO compensation at risk, based on performance criteria. In addition, stock options,
when granted, are inherently performance-based because an option only has value if the stock price rises after the option is granted. In some
instances, we also make restricted Common Stock awards conditioned on the achievement of one or more specified performance goals
under our Incentive Compensation Program.
Say-On-Pay Proposals
At our 2017 annual meeting, we conducted a non-binding advisory vote of the shareholders on the frequency of advisory votes on the
Company’s compensation of its NEOs (the “say-on-frequency” vote). Of the 4,273,000 shares represented at the meeting, a plurality of
approximately 41.0% of the shares represented at the meeting were voted in favor of a one-year frequency vote; 25.2% of such shares were
voted in favor of a three-year frequency for such votes; and due to broker non-votes, approximately 32.8% of the shares represented at the
meeting were not voted in favor of any alternative.
Due to the inconclusive nature of the advisory voting results, the Executive Compensation Committee considered several factors in making
its determination regarding the frequency of advisory shareholder votes on the Company’s executive compensation program.
•
In 2011, 2014, and 2017, the shareholders recommended, on an advisory basis, the approval of the compensation philosophy,
policies and procedures employed by the Executive Compensation Committee, substantially as described herein (the “say-on-pay”
vote).
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•
•
•
In 2011, 2014, and 2017, 93.6%, 95.8%, and 95.4% of the votes cast were voted in favor of the say-on-pay proposal, respectively.
Shareholder engagement and feedback findings do not indicate any concerns with the Company’s executive compensation program.
Shareholders who have concerns about executive compensation during the interval between “say-on-pay” votes are welcome to
bring their specific concerns to the attention of the Board and the Executive Compensation Committee.
Consistent with the recommendation of the Board as set forth in the Company’s proxy statement for its 2017 annual meeting, the Board
determined, after consideration, to continue holding an advisory shareholder vote on the compensation of the Company’s NEOs every three
years. This policy remains in effect until the “say-on-frequency” advisory vote regarding the compensation of the Company’s NEOs at the
Annual Meeting. The next scheduled “say-on-pay” advisory vote related to executive compensation matters will be conducted at the 2023
Annual Meeting and the Board is recommending a change to an annual “say-on-pay frequency” advisory vote in order to reflect market
trends and best practices.
The accounting value of equity awards is charged to expense over the vesting period of the equity award. The accounting value of equity
awards to NEOs is summarized below:
Valuation of Equity Awards
(Dollars)
Kevin D. Mowbray
Timothy R. Millage
Nathan E. Bekke
Total Accounting Value of
2022 Grants
Accounting Charge
Recorded in 2022
for 2022 Grants
Accounting Charge
Recorded in 2022 for 2021,
2020 and 2019 Grants
400,000
250,000
250,000
105,556
65,976
65,976
327,500
68,028
30,556
Accounting Charge
to be Recorded
in 2023-2025
for 2022 Grants
294,444
184,024
184,024
Summary Compensation Table
The following table summarizes the 2022 and 2021 compensation of the NEOs:
(Dollars)
Year
Salary
Stock
Awards
(1)
Option
Awards
(1)
Non-Equity
Incentive
Plan
Compensation
(2)
All
Other
Compensation
(3) (4)
Total
Kevin D. Mowbray
2022
900,000
400,000
President and Chief Executive
Officer
2021
900,000
168,000
Timothy R. Millage
2022
506,250
250,000
Vice President, Chief Financial
Officer, and Treasurer
2021
450,000
56,000
Nathan E. Bekke
2022
500,833
250,000
Operating Vice President; Vice
President - Audience Strategy
2021
400,000
39,823
—
—
—
—
—
—
1,008,056
23,779
2,331,835
1,083,595
23,017
2,174,612
283,516
270,899
355,484
240,799
11,570
1,051,336
12,829
789,728
11,301
1,117,618
11,432
692,054
(1)
Stock and option awards are granted at a price equal to the fair market value on the date of grant. Information with respect to stock awards
granted to the NEOs is reflected in “Outstanding Equity Awards at September 25, 2022” below.
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(2)
Includes discretionary amounts paid under the annual cash incentive plan.
(3)
Includes matching contributions made to the Company's Retirement Account Plan and Non-Qualified Plan during the year. To the extent
qualifying compensation was not received during the year, such as certain non-equity incentive plan compensation, the related matching
contribution may be reported in a subsequent year.
(4)
The Lee Foundation, an affiliate of the Company, matches on a dollar-for-dollar basis up to $5,000 annually, charitable contributions made
by NEOs to qualifying organizations. Such matching contributions are not considered compensation of the NEO.
Grants of Plan-Based Awards
The following table summarizes information related to 2022 grants of equity compensation under the LTIP and the Incentive Compensation
Program for the CEO, and under the LTIP for the other NEOs.
(Dollars)
Kevin D. Mowbray
Timothy R. Millage
Nathan E. Bekke
2022 Grant Date
All Other Stock
Awards: Number
of Shares of Stock
2022 Grant Date
Fair Value of
Stock Awards
12/10/2021
12/10/2021
12/10/2021
13,329
8,331
8,331
400,000
250,000
250,000
The following table summarizes outstanding equity awards to the NEOs as of September 25, 2022:
Outstanding Equity Awards at September 25, 2022
(Dollars, Except Share Data)
Restricted Common Stock Awards
Kevin D. Mowbray
2022 Stock Award
2021 Stock Award
2020 Stock Award
Timothy R. Millage
2022 Stock Award
2021 Stock Award
2020 Stock Award
Nathan E. Bekke
2022 Stock Award
2021 Stock Award
2020 Stock Award
(1)
Based on closing market price of $17.01 on September 23, 2022.
41
Number of Shares of
Stock That Have Not
Vested
Market Value of Shares of
Stock That Have Not Vested
(1)
13,329
15,000
20,000
8,331
5,000
5,400
8,331
3,556
3,200
226,726
255,150
340,200
141,710
85,050
91,854
141,710
60,488
54,432
Table of Contents
The following table summarizes information related to vesting of restricted Common Stock of the NEOs in 2022:
Option Exercises and Stock Vested
Restricted Common Stock
(Dollars, Except Share Date)
Kevin D. Mowbray
Timothy R. Millage
Nathan E. Bekke
42
Number of Shares Acquired
on Vesting Value Realized on Vesting
334,800
90,396
53,568
20,000
5,400
3,200
Table of Contents
The following table summarizes information related to 2022 activity in the Non-Qualified Plan for the NEOs.
Non-Qualified Deferred Compensation
(Dollars)
Kevin D. Mowbray
Timothy R. Millage
Nathan E. Bekke
NEO
Contributions
Company
Contributions
Aggregate
Earnings
(1)
(2)
(3)
44,197
13,674
13,002
17,679
5,470
5,201
3,611
(12,932)
(6,788)
(1)
Amounts included in total compensation in the Summary Compensation Table under “Salary.”
(2)
Amounts included in total compensation in the Summary Compensation Table under “All Other Compensation”.
(3)
Earnings are based on the performance of investments selected by the NEO.
(4)
Amounts include compensation to the NEO in the form of Company contributions prior to 2021.
Distributions
Aggregate Balance
at
September 25, 2022
(4)
—
—
—
549,724
62,345
75,148
For those NEOs continuing to participate in the Non-Qualified Plan in 2020 and thereafter, withdrawals are permitted following termination of
employment. Employee contributions are limited to 45% of salary and bonus compensation. See “Primary Benefits” above for additional
information with regard to the Non-Qualified Plan.
Change of Control, Employment and Other Agreements
In 2015, we entered into amended and restated employment agreements between the Company and eight senior executive officers,
including all of our NEOs, with the exception of Messrs. Farris and Millage, who entered into such agreements in 2018. The employment
agreements entitle these executives to severance and other benefits upon termination without cause or for good reason that becomes
effective only upon a change of control. We approved the new agreements because we believe they better align our agreements with general
industry change of control employment agreements.
A change of control is defined to include certain mergers and acquisitions, liquidation or dissolution of the Company, changes in the
membership of the Company's Board and acquisition of 15% of the outstanding stock of the Company for the purpose of changing the control
of the Company. The new agreements superseded agreements originally entered into in 1998 and amended and restated in 2008 and
provide substantially lower benefits upon a change of control.
Absent a change of control, the agreements do not require the Company to retain the executives or to pay them any specified level of
compensation or benefits, and they remain employees at will.
The agreements extend for two years from the date of signature. On each annual anniversary date of the agreements (each a “Renewal
Date”), the change of control period will be automatically extended so as to terminate two years from such Renewal Date, unless at least 60
days prior to the Renewal Date the Company gives notice to the executive that the change of control period will not be extended.
The agreements are subject to the following triggers:
•
•
The agreements become effective and the protective features vest upon a change of control or if an executive's employment is
terminated as a consequence of such event.
The agreements provide that each executive is to remain an employee for a two-year period following a change of control of the
Company unless the executive resigns for good reason or is terminated for cause, each as defined in the agreement.
Under the agreements, a termination pursuant to the terms of the change of control agreement triggers the following compensation and
benefits for the executives:
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During the two-year employment period, the executives are entitled to:
Employment Period Benefits
•
•
An annual base salary, payable monthly in an amount at least equal to their highest monthly base salary during the year prior to the
change of control;
An annual bonus, payable in a lump sum within 75 days following each fiscal year in an amount at least equal to their highest annual
bonus in the three years prior to the change of control;
• Continued participation in the Company's incentive, savings, retirement, and welfare benefit plans; and
•
Payment of expenses and fringe benefits (including office and support staff, tax and financial planning services, applicable club dues
and use of an automobile and related expenses) to the extent paid or provided to such executive immediately prior to the change of
control or to other peer executives of the Company.
Benefits Upon Termination
If the executive's employment is terminated during the two-year employment period other than for cause, death or disability, or the executive
terminates employment for good reason, the executive will be entitled to the following benefits:
•
•
All accrued and unpaid annual base salary and annual bonus for the prior fiscal year payable in a lump sum within 30 days of
termination;
A lump sum severance payment equal to the amount corresponding to the executive's title set forth in the following table:
• CEO 3x annual base salary and highest recent annual bonus
•
•
•
Vice Presidents 1x annual base salary and highest recent annual bonus
A payment equal to the payment multiple above of the Company's average annual contributions on behalf of the executive under all
defined contribution plans maintained by the Company during the three-year period immediately preceding the termination;
Any legal fees and expenses incurred by the executive in asserting legal rights in connection with the agreement; and
• Continued welfare benefits for the period equal to the multiple of their base salary payable plus certain outplacement services.
Under the agreements, termination for cause means termination of the executive's employment due to the (1) willful and continued failure of
the executive to perform substantially the executive's duties with the Company or one of its affiliates, or (2) the willful engaging by the
executive in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company.
Good reason means actions taken by the Company that result in a material negative change in the employment relationship, including a
detrimental change in responsibilities, a reduction in salary or benefits or a relocation of office, as described in the agreement.
To reduce the impact of any excise tax imposed on the executive related to the change of control, the agreements also require the Company
to cap the overall value of payments if such reduction results in a larger net after-tax payment than would result if such payments were not
capped and subject to an excise tax.
Excise Tax Cap on Payments
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For a period of one year after the agreements become effective, the executives are restricted from:
• Disclosing the confidential information of the Company and its affiliates;
• Competing against the Company and its affiliates;
Other Provisions
•
•
Soliciting the customers of the Company and its affiliates; and
Soliciting the employees of the Company and its affiliates for employment and hiring them, unless the employee is responding to
employment advertising of a general nature or unless approved by the President of the Company in advance.
There is no requirement in the agreements that the executives execute a release of claims in favor of the Company and its affiliates.
The agreements mandate that the Company require an acquirer to assume and satisfy the Company's obligations under the agreements.
Acquirer's Obligations
Equity Awards
The Company's LTIP was amended to provide that, if a change of control occurs, for early vesting and exercise and issuance or payment will
be subject to a “double-trigger” for the following awards to executives (subject to certain limits):
•
•
•
Awards of restricted Common Stock;
Stock options and stock grants; or
Amounts payable instead of such issuance in a lump-sum payment within 30 days of surrender of such stock options to the
Company.
Generally, vesting and payment will not occur if replacement awards equal in value and vesting terms are granted to the affected executive in
connection with the change of control, unless the executive is thereafter terminated within the specified protection period.
Potential Payments Upon Termination or Change of Control
The following summarizes information as of September 25, 2022, related to estimated potential cash payments upon a change of control to
the NEOs. Amounts in the table do not reflect income tax benefits that may be realized by the Company. The estimated payments also make
assumptions as to whether certain discretionary bonus payments made to NEOs are qualifying annual incentive plan payments under the
agreements.
(Dollars)
Kevin D. Mowbray
Timothy R. Millage
Nathan E. Bekke
Estimated Net Present Value of Change of Control
Severance and Benefits
7,178,428
1,195,522
1,141,568
COMPENSATION OF NON-EMPLOYEE DIRECTORS
We desire to compensate our directors in a manner that is comparable to compensation levels at companies in our peer group and
companies of a similar size (see “Peer Group Information” under “Executive Compensation” below) and provides stock ownership. Peer
group proxy statements are provided to the Executive Compensation Committee with information on annual retainers and compensation for
attendance at board and committee meetings. The Executive Compensation Committee reviews the information and makes a
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recommendation to the full Board for its approval. In 2019, the Executive Compensation Committee also requested a comprehensive report
on peer group director compensation from Korn Ferry, its independent consultant (the “Korn Ferry report”).
In December 2019, upon the recommendation of the Executive Compensation Committee after review and analysis of industry peer board
compensation practices and the Korn Ferry report, as part of the Board's ongoing review of the Company's governance practices, the Board
approved the following Board compensation program:
•
•
•
•
Annual cash retainer to $100,000 in lieu of such fees;
Implementation of an annual cash retainer for the following committee chairs and Lead Director:
•
•
Lead Director $20,000
Audit and ECC $15,000
• NCGC $10,000
Implementation of non-employee director stock ownership guidelines, as reflected in the Company Corporate Governance
Guidelines; and
Annual restricted stock awards under the 2020 Long-Term Incentive Plan (“2020 Plan”) to non-employee directors, with the 2020
stock award to be shares of Company common stock with a fair market value of $50,000 on June 1, 2020, subject to shareholder
approval of the 2020 Plan.
At the 2020 Annual Meeting, the shareholders approved the 2020 Plan, and the 2020 Plan was implemented in March 2020 and remains in
effect in 2023. In 2022, the annual restricted stock award to non-employee directors was increased to $60,000.
Directors engaged to provide consultative services are normally compensated at the rate of $1,500 per day. None of our non-employee
directors received compensation for consultative services in 2022.
The following table summarizes non-employee director compensation for calendar 2022:
(Dollars)
Steven C. Fletcher
Margaret R. Liberman
Brent M. Magid
Shaun E. McAlmont
Herbert W. Moloney lll
David T. Pearson
Gregory P. Schermer
Mary E. Junck
Fees Earned or Paid in
Cash
105,000
100,000
115,000
64,516
135,000
100,000
105,000
250,000
(2)
(1)
Value of Stock Awards
60,000
60,000
60,000
60,000
60,000
60,000
60,000
180,000
Total
165,000
160,000
175,000
124,516
195,000
160,000
165,000
430,000
(1)
Cash compensation in excess of the 2022 annual retainer represents payment for directors as a committee chair or, in the case of Mr.
Moloney, for his service as Lead Director.
(2)
All restricted stock awards are fully vested on the first anniversary of the grant date. Restricted Stock awards are granted at a price equal
to the fair market value of the date of the grant.
The Board has authorized non-employee directors, prior to the beginning of any calendar year, to elect to defer receipt of all or any part of the
cash compensation a director might earn during such year under our Outside Directors Deferral Plan (Amended and Restated as of January
1, 2008). Amounts so deferred will be paid to the director upon his or her separation from service, death, or disability, adjusted for any
investment gains (or losses) thereon. Alternatively, directors may elect to have deferred compensation credited to a “rabbi trust” established
by us with an independent trustee, which administers the investment of amounts so credited for the
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benefit and at the direction of the trust beneficiaries until their accounts are distributed under the deferred compensation plan. Amounts so
credited for the benefit of non-employee directors are invested in investment alternatives selected by the director.
None of our employees receives any compensation for serving as a director.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
EQUITY COMPENSATION PLAN INFORMATION
Information as of September 25, 2022, with respect to equity compensation plans is as follows:
Number of Securities to be
Issued Upon Exercise of
Outstanding Options, Warrants
and Rights (A)
Weighted Average Exercise
Price of Outstanding Options,
Warrants and Rights (Dollars)
(B)
Number of Securities Remaining
Available for Future Issuance
Under Equity Compensation
Plans
(Excluding Shares in column A)
(2) (3)
—
279,810
Plan Category
Equity compensations plans
approved by shareholders
(1)
LTIP
(1)
—
(2)
Includes the number of securities remaining available for future issuance under our LTIP
(3)
Those securities not issued as a result of cancellation, forfeiture or surrender of previously outstanding options or adjustment of target
restricted stock awards remain available for issuance, at the discretion of the Executive Compensation Committee, under the LTIP. Such
shares are excluded from the total presented as the amount cannot be ascertained. Unvested restricted stock awards are not included in the
number of shares presented as they are no longer available for future issuance once granted.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The following table sets forth information as of January 12, 2023, except as set forth below, as to each person known by us to own
beneficially more than 5% of our Common Stock.
Name and Address of Beneficial Owner
Title of Class
Shares of Common Stock Percent of Class
Cannell Capital, LLC
(1)
245 Meriwether Circle, Alta, WY 83414
Common Stock
546,935
9.15 %
Praetorian Capital Fund LLC
(2)
330 Mangrove Thicket Blvd, Ponte Vedra,
FL 32081
Common Stock
430,000
7.30 %
Mason P. Slaine Revocable Trust 1000 S. Ocean Blvd, Unit 501, Boca Raton,
(3)
FL 33432
Common Stock
299,000
5.00 %
(1)
Information is based solely on a report on Schedule 13D/A filed with the SEC on December 8, 2022.
(2)
Information is based solely on a report on Schedule 13D, filed with the SEC on February 2, 2022.
(3)
Information is based solely on a report on Schedule 13D filed with the SEC on September 23, 2022.
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The following table sets forth information as to our Common Stock beneficially owned as of January 12, 2023, by each director and nominee,
each of the NEOs listed in the Summary Compensation Table, and by all directors and executive officers as a group:
(1)
Beneficial Owner
Nathan E. Bekke
Astrid J. Garcia
Joseph J. Battistoni
Ray G. Farris
Steven C. Fletcher
Mary E. Junck
Margaret R. Liberman
Brent M. Magid
Shaun E. McAlmont
Timothy R. Millage
Kevin D. Mowbray
Herbert W. Moloney lll
David T. Pearson
Gregory P. Schermer
Jolene N. Sherman
All executive officers and directors as a group (15 persons) (1) (2)
(2)
Shares of Common Stock
30,800
18,991
16,047
22,716
9,644
185,784
8,644
17,482
3,067
29,092
117,316
18,819
9,745
132,895
5,596
Percent of
Class
*
*
*
*
*
3.1%
*
*
*
*
1.9%
*
*
2.2%
*
10.4%
* Less than one percent of the class
(1)
Mr. Farris retired as an Executive Officer of the Company effective January 1, 2023.
(2)
Mr. Schermer disclaims beneficial ownership of the following shares, included above - 3,182 shares of Common Stock held by a trust for
the benefit of his son, 2,782 shares of Common Stock held by a trust for the benefit of a daughter and 4,764 shares of Common Stock held
by separate trusts for the benefit of two other daughters as to which Mr. Schermer shares voting and investment authority.
(3)
None of the shares shown in the table as beneficially owned by directors and executive officers is hedged or pledged as security for any
obligation.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
AND DIRECTOR INDEPENDENCE
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
We have adopted procedures that apply to any transaction or series of transactions in which the Company or a subsidiary is a participant
involving an amount in excess of $120,000, and a related person has a direct or indirect material interest. Under SEC rules, a related person
is a director, nominee for director, executive officer, owner of more than 5% of our Common Stock or immediate family member of any of the
above. On an annual basis, each director, nominee for director and officer and certain 5% or greater shareholders are required to complete a
Director and Officer Questionnaire that requires disclosure of any transactions with us in which a related person has a direct or indirect
material interest. Our general counsel is primarily responsible for the development and implementation of procedures and controls to obtain
information from these related persons. The charter of our Audit Committee provides that the Audit Committee is responsible for review,
approval, or ratification of related-person transactions. Though we have no written policy, it is the practice of our Audit Committee to approve
such transactions only if it deems them to be in the best interests of the Company. When considering a transaction, the Audit Committee will
review all relevant factors, including our rationale for entering into a related-person transaction, alternatives to the transaction, whether the
transaction is on terms at least as fair to the Company as would be the case were the transaction entered into with a third party, and potential
for an actual or apparent conflict of interest. The Audit Committee reports its findings to the Board.
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We have entered into indemnification agreements with each of our directors and executive officers. These agreements require us to
indemnify such individuals, to the fullest extent permitted by Delaware law, for certain liabilities to which they may become subject as a result
of their affiliation with the Company.
BOARD LEADERSHIP AND COMMITTEE STRUCTURE
Our Board has three standing committees: the Audit Committee, the Executive Compensation Committee, and the Nominating and Corporate
Governance Committee. Each committee is composed of at least three independent directors, and each committee operates under a written
charter, which are all available on our website www.lee.net by clicking on “About” and then “Governance.”
The members of the committees are shown in the table below:
Steven C. Fletcher
Margaret R. Liberman
Mary E. Junck
Brent M. Magid
Shaun E. McAlmont
Herbert W. Moloney lll
Kevin D. Mowbray
David T. Pearson
Gregory P. Schermer
(1)
Audit Committee
Member
—
—
Chairman
—
Member
—
Member
Member
(1)
ECC
Member
—
—
Member
Member
Chairman
—
—
—
(1)
NCGC
Chairman
Member
—
—
—
Member
—
—
Member
(1)
The Committee is composed of “independent” non-employee directors. See discussion of “Director Independence” below.
As stated in our Corporate Governance Guidelines, our Board has no formal policy with respect to the separation of the offices of Chairman
and the CEO. Our Board presently believes that having a separate Chairman and CEO, together with an independent Lead Director, provides
the best Board leadership structure for the Company. This structure, together with our other corporate governance practices, provides strong
independent oversight of management, while ensuring clear strategic alignment throughout the Company. Ms. Junck serves as Chairman of
the Board and Kevin Mowbray serves as President and CEO. Our Lead Director is a non-employee director who is elected by the
independent members of the Board at its annual meeting. Herbert W. Moloney III, a director since 2001, currently serves as our Lead
Director.
The role of Mr. Moloney, as Lead Director, includes the following duties:
•
Preside at all meetings of the Board when the Chairman is not present;
• Call meetings of the non-management directors, as needed;
• Develop the agendas for meetings of the non-management directors;
•
Preside at executive sessions of the non-management directors;
• Confer regularly with the Chairman and the CEO;
•
•
Serve as a liaison between the CEO and the non-management directors;
In consultation with the Chairman, review and approve Board meeting schedules and agendas; and
• Meet with shareholders as appropriate.
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DIRECTOR INDEPENDENCE
The Nominating and Corporate Governance Committee assesses the independence of each director and director nominee and makes
recommendations to the Board. For a director or director nominee to be “independent,” the Board must affirmatively determine that the
director has no material relationship with the Company other than his or her service as a director. In addition, members of the Audit
Committee and Executive Compensation Committee must meet heightened independence standards under applicable NASDAQ and SEC
rules.
Our Board has examined the relationship between each of our non-employee directors and the Company and has determined that Ms. Junck
and Ms. Liberman and Messrs. Fletcher, Magid, McAlmont, Moloney. Pearson and Schermer qualify as “independent” directors in
accordance with NASDAQ rules and, in the case of the Audit Committee and Executive Compensation Committee, the rules of the SEC. Mr.
Mowbray does not qualify as an independent director because he is an employee of the Company.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
For 2022 and 2021, BDO and KPMG performed the following professional services and received, or will receive, fees in the amounts
indicated.
(Dollars)
Audit fees
Audit-related fees
Tax Fees
All other Fees
2022
BDO
825,000
—
—
—
825,000
2021
KPMG
1,736,500
—
—
—
1,736,500
All services rendered by BDO and KPMG are permissible under applicable laws and regulations. The Audit Committee reviewed and pre-
approved all services related to the fees listed in the above table in accordance with our Policy Regarding the Approval of Audit and Non-
Audit Services by Independent Public Accountants (“Policy”). Under the Policy, Audit Committee pre-approval includes audit services, audit-
related services, tax services, other services and services exceeding the pre-approved cost range. In some instances, pre-approval is
provided by the full Audit Committee for up to a year with any such pre-approval relating to a particular defined assignment or scope of work
and subject to a specific defined budget. In other instances, the Audit Committee may delegate pre-approval authority of additional services
to one or more designated members with any such pre-approval reported to the Audit Committee at its next scheduled meeting. Any pre-
approved service requires the submission of an engagement letter or other detailed back-up information. Pursuant to rules of the SEC, the
fees paid to BDO and KPMG for services are disclosed in the table above under the categories described below, as applicable.
Audit Fees – Fees for professional services for the audit of our Consolidated Financial Statements, review of financial statements included in
our quarterly Form 10-Q filings, attestation reporting on the effectiveness of our internal control over financial reporting, and services that are
normally provided in connection with statutory and regulatory filings or engagements.
Audit-Related Fees – Fees for assurance and related services that are reasonably related to the performance of the audit or review of our
financial statements. This includes due diligence related to mergers and acquisitions, preparation of comfort letters related to financing or
other transactions, attestations that are not required by statute or regulation, and consulting related to financial accounting or reporting
standards.
Tax Fees – Fees for professional services with respect to tax compliance and advice and planning. This includes preparation of original and
amended tax returns for the Company and its consolidated subsidiaries, refund claims, payment planning, tax audit assistance and tax work
stemming from audit-related matters. We also engage the services of other accounting firms and law firms for such services. Fees paid to
such firms are
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not reflected in the table above except to the extent BDO and KPMG is engaged directly by such firms to perform services on behalf of the
Company.
All Other Fees - Fees for other permissible work that does not meet the above category descriptions.
These services are actively monitored both as to spending level and work content by the Audit Committee to maintain the appropriate
objectivity and independence in our independent registered public accounting firm's core work, which is the audit of our Consolidated
Financial Statements.
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The following documents are filed as part of this Annual Report:
FINANCIAL STATEMENTS
Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) - 52 weeks ended September 25, 2022, 52 weeks ended
September 26, 2021 and 52 weeks ended September 27, 2020
Consolidated Balance Sheets - September 25, 2022 and September 26, 2021
Consolidated Statements of Stockholders' Equity (Deficit) - 52 weeks ended September 25, 2022, 52 weeks ended September 26, 2021 and
52 weeks ended September 27, 2020
Consolidated Statements of Cash Flows - 52 weeks ended September 25, 2022, 52 weeks ended September 26, 2021 and 52 weeks ended
September 27, 2020
Notes to Consolidated Financial Statements
Reports of Independent Registered Public Accounting Firm's*
*BDO USA, LLP; Chicago, IL; PCAOB Firm ID#243
FINANCIAL STATEMENT SCHEDULES
All schedules have been omitted as they are not required, not applicable, not deemed material or because the information is included in the
Notes to Consolidated Financial Statements, included herein.
EXHIBITS
See Exhibit Index, included herein.
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CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Statements of Income (Loss) and Comprehensive Income (Loss)
Consolidated Balance Sheets
Consolidated Statements of Stockholders' Equity (Deficit)
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
Reports of Independent Registered Public Accounting Firm's
52
PAGE
53
54
56
57
58
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Table of Contents
CONSOLIDATED STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS)
(Thousands of Dollars, Except Per Common Share Data)
2022
2021
2020
Operating revenue:
Advertising and marketing services
Subscription
Other
Total operating revenue
Operating expenses:
Compensation
Newsprint and ink
Other operating expenses
Depreciation and amortization
Assets loss (gain) on sales, impairments and other
Restructuring costs and other
Total operating expenses
Equity in earnings of associated companies
Operating income
Non-operating income (expense):
Interest expense
Debt financing and administrative costs
Curtailment gain
Pension withdrawal cost
Pension and OPEB related benefit (cost) and other, net
Total non-operating expense, net
Income before income taxes
Income tax expense
Net Income (loss)
Net income attributable to non-controlling interests
(Loss) income attributable to Lee Enterprises, Incorporated
Other comprehensive (loss) income, net of income taxes
Comprehensive (loss) income attributable to Lee Enterprises, Incorporated
366,428
353,624
60,917
780,969
317,789
30,101
344,905
36,544
9,716
22,720
761,775
5,657
24,851
(41,770)
—
1,027
(2,335)
19,022
(24,056)
795
698
97
(2,114)
(2,017)
(25,534)
(27,551)
369,283
357,713
67,653
794,649
330,896
29,775
325,597
42,841
8,214
7,182
744,505
6,412
56,556
(44,773)
—
23,830
(12,862)
9,296
(24,509)
32,047
7,255
24,792
(2,047)
22,745
62,237
84,982
289,655
268,285
60,064
618,004
243,023
24,243
259,382
36,133
(5,403)
13,751
571,129
3,403
50,278
(47,743)
(11,966)
—
—
12,274
(47,435)
2,843
2,973
(130)
(1,845)
(1,975)
9,064
7,089
Earnings (loss) per common share:
Basic:
Diluted:
(0.35)
(0.35)
3.98
3.90
(0.35)
(0.35)
The accompanying Notes are an integral part of the Consolidated Financial Statements.
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CONSOLIDATED BALANCE SHEETS
(Thousands of Dollars)
ASSETS
Current assets:
Cash and cash equivalents
Accounts receivable, less allowance for credit losses: 2022 $5,237; 2021 $6,574
Inventories
Prepaids and other
Total current assets
Investments:
Associated companies
Other
Total investments
Property and equipment:
Land and improvements
Buildings and improvements
Equipment
Construction in process
Less accumulated depreciation
Property and equipment, net
Operating lease right-of-use assets
Goodwill
Other intangible assets, net
Pension plan assets, net
Medical plan assets, net
Other
Total assets
The accompanying Notes are an integral part of the Consolidated Financial Statements.
54
September 25
2022
September 26
2021
16,185
69,522
8,265
15,151
109,123
27,378
5,971
33,349
14,505
95,111
215,731
1,449
326,796
253,083
73,713
47,490
329,504
121,373
528
19,066
9,896
744,042
26,112
65,070
6,297
11,320
108,799
26,682
6,065
32,747
16,576
106,890
228,817
2,813
355,096
271,830
83,266
65,682
330,204
156,671
35,855
16,695
13,632
843,551
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(Thousands of Dollars and Shares, Except Per Share Data)
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of lease liabilities
Current maturities of long-term debt
Accounts payable
Compensation and other accrued liabilities
Unearned revenue
Total current liabilities
Long-term debt, net of current maturities
Operating lease liabilities
Pension obligations
Postretirement and postemployment benefit obligations
Deferred income taxes
Income taxes payable
Withdrawal liabilities and other
Total liabilities
Equity:
Stockholders' equity:
Serial convertible preferred stock, no par value; authorized 500 shares; none issued
Common Stock, authorized 12,000 shares; issued and outstanding:
September 25, 2022; 5,979 shares; $0.01 par value
September 26, 2021; 5,889 shares; $0.01 par value
Class B Common Stock, $2 par value; authorized 3,000 shares; none issued
Additional paid-in capital
Accumulated deficit
Accumulated other comprehensive income
Total stockholders' equity
Non-controlling interests
Total equity
Total liabilities and equity
The accompanying Notes are an integral part of the Consolidated Financial Statements.
55
September 25
2022
September 26
2021
7,859
—
28,608
44,740
49,929
131,136
462,554
46,003
966
9,221
42,719
8,292
25,914
726,805
—
60
—
259,521
(261,229)
16,653
15,005
2,232
17,237
744,042
8,612
6,112
20,420
45,076
61,404
141,624
476,504
57,683
22,444
11,008
53,763
9,174
28,121
800,321
—
59
—
258,063
(259,212)
42,187
41,097
2,133
43,230
843,551
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CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
(Thousands of Dollars and Shares)
2022
2021
2020
2022
2021
2020
Amount
Shares
Common Stock:
Balance, beginning of year
Shares issued
Balance, end of year
Additional paid-in capital:
Balance, beginning of year
Stock compensation
Shares (redeemed) issued
Balance, end of year
Accumulated deficit:
Balance, beginning of year
Correction of an error
Corrected Balance, beginning of year
Net income (loss)
Net income attributable to non-controlling
interests
Balance, end of year
Accumulated other comprehensive income
(loss):
Balance, beginning of year
Change in pension and postretirement benefits
Deferred income taxes, net
Balance, end of year
Total stockholders' equity (deficit)
59
1
60
258,063
1,487
(29)
259,521
(259,212)
—
(259,212)
97
(2,114)
(261,229)
42,187
(32,202)
6,668
16,653
15,005
58
1
59
256,957
854
252
258,063
(281,957)
—
(281,957)
24,792
(2,047)
(259,212)
(20,050)
82,204
(19,967)
42,187
41,097
58
—
58
5,889
90
5,979
5,835
54
5,889
5,765
70
5,835
256,002
1,042
(87)
256,957
(265,423)
(14,559)
(279,982)
(130)
(1,845)
(281,957)
(29,114)
11,464
(2,400)
(20,050)
(44,992)
5,979
5,889
5,835
The accompanying Notes are an integral part of the Consolidated Financial Statements.
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CONSOLIDATED STATEMENTS OF CASH FLOWS
(Thousands of Dollars)
2022
2021
2020
Cash provided by operating activities:
Net income (loss)
Adjustments to reconcile net income (loss) to net cash provided by operating
activities:
Depreciation and amortization
Curtailment gain
Pension withdrawal cost
Stock compensation expense
Asset loss (gain) on sales, impairments and other, net
Deferred income taxes
Debt financing and administrative costs
Pension contributions
Return of collateral on (Payments to collateralize) letters of credit
Other, net
Changes in operating assets and liabilities, net of acquisitions:
(Increase) Decrease in receivables and contract sales
(Increase) Decrease in inventories and other
(Decrease) increase in accounts payable, unearned revenue and other
accrued liabilities
(Decrease) increase in pension, postretirement and postemployment benefit
obligations
Change in income taxes payable
Other
Net cash provided by operating activities
Cash provided by (required for) investing activities:
Purchases of property and equipment
Proceeds from sales of assets
Acquisitions, net of cash acquired
Distributions greater (less) than earnings of TNI and MNI
Other, net
Net cash provided by (required for) investing activities
Cash (required for) provided by financing activities:
Proceeds from long-term debt
Payments on long-term debt
Principal payments on long-term borrowings
Debt financing and administrative costs paid
Sale (purchases) of common stock transactions
Net cash (required for) provided by financing activities
Net (decrease) increase in cash and cash equivalents
Cash and cash equivalents:
Beginning of year
End of year
The accompanying Notes are an integral part of the Consolidated Financial Statements.
57
97
24,792
(130)
36,544
(1,027)
2,335
1,337
9,716
(4,377)
—
(112)
2,451
(2,015)
(2,614)
(3,088)
(14,645)
(21,449)
(236)
512
3,429
(7,536)
14,835
—
(576)
(386)
6,337
—
—
(20,062)
—
369
(19,693)
(9,927)
26,112
16,185
42,841
(23,830)
12,862
854
8,214
5,160
—
(965)
1,686
(1,253)
(12,472)
1,237
4,731
(2,667)
(8,418)
(2,694)
50,078
(7,479)
4,616
—
1,038
(453)
(2,278)
—
—
(55,674)
—
253
(55,421)
(7,621)
33,733
26,112
36,133
—
—
1,294
(5,403)
(4,691)
11,966
(6,215)
(11,502)
319
26,908
2,724
(8,341)
(2,950)
7,123
2,634
49,869
(8,096)
21,710
(130,985)
(329)
(476)
(118,176)
576,000
(443,627)
(37,710)
(684)
(584)
93,395
25,088
8,645
33,733
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
References to "we", "our", "us" and the like throughout the Consolidated Financial Statements refer to Lee Enterprises, Incorporated and
subsidiaries (the "Company"). Lee Enterprises, Incorporated is a leading provider of high quality, trusted, local news and information, and a
major platform for advertising in the markets we serve. We operate 77 principally mid-sized local media operations (including TNI Partners
("TNI") and Madison Newspapers, Inc. ("MNI")) across 26 states.
1. SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The Consolidated Financial Statements include our accounts and those of our subsidiaries, all of which are wholly-owned, except for our
50% interest in TNI, 50% interest in MNI and 82.5% interest in BLOX Digital. TNI and MNI are accounted for under the equity method.
Results of BLOX Digital are consolidated.
On March 16, 2020, the Company completed the acquisition of BH Media Group, Inc. and The Buffalo News, Inc. for a combined purchase
price of $140,000,000 (collectively, the "Transactions").
Certain amounts in prior period Consolidated Financial Statements have been reclassified to conform to the current year presentation.
Pursuant to our acquisition of BH Media and Buffalo News, we realigned the presentation of certain home delivery print revenue and certain
other Subscription revenue from other revenue to subscription revenue on the Consolidated Statements of Income (loss) and Comprehensive
Income (loss). As a result of this updated presentation, subscription revenue increased and other revenue decreased by $828,000 in 2021
and by $2,346,000 in 2020. Operating revenues, net income (loss), accumulated deficit, and earnings per share remain unchanged.
In 2021 and 2020, we allocated revenue from our full access subscriptions between print and digital subscription revenues. In 2022, due to
the increased prominence of digital-only revenues, we revised this presentation to classify full access subscriptions as print subscription
revenue, and discretely present digital-only subscription revenues. 2021 and 2020 amounts were reclassified in Note 4 to conform to the
current year presentation. Operating revenues, net income (loss), accumulated deficit, and earnings per share remain unchanged.
On February 25, 2021, our Board of Directors declared a one-for-ten split of the Company's common stock (the "Reverse Stock Split").
Effective March 15, 2021 the Company's shares began trading on a post reverse split basis. Prior period results have been adjusted to reflect
the Reverse Stock Split in March 2021. The split did not change the Company's Common Stock Par value but changed opening Common
Stock and Additional Paid in Capital balances by offsetting amounts.
During the year ended September 26, 2021 we identified an error related to pension contributions recorded incorrectly in the year ended
September 27, 2020. The error was due to a directional issue whereby pension contributions were reported as operating cash inflows in the
statement of cash flows instead of operating cash outflows. Recording this out of period adjustment had no impact to the Consolidated
Statements of Income (loss) and Comprehensive Income (loss) for the 52 weeks ended September 26, 2021 and had no impact on the
Consolidated Balance Sheet. The correction impacted the Consolidated Statement of Cash Flows. Pension contributions were corrected to a
cash outflow of $6,215,000 and the change in pension, postretirement and postemployment benefit obligations have been corrected to a
decrease of $2,950,000. Net cash provided by operating activities did not change. We did not believe the impact of the adjustment was
material to our consolidated financial statements for any previously issued financial statements taken as a whole.
Fiscal Year
All of our enterprises use period accounting with the fiscal year ending on the last Sunday in September. References to "2022", "2021",
"2020" and the like refer to the fiscal years ended the last Sunday in September. Fiscal years 2022, 2021, and 2020 include 52 weeks of
operations.
Accounting Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP")
requires us to make estimates and judgments that affect the reported amounts of
58
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assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. We evaluate our estimates, which include
estimates used in the valuation of goodwill and intangible assets periodically. We evaluate our estimates used in connection with our
business combinations, the discount rate assumptions applied to our pension and postretirement plan obligations, the expected long-term
rate of return on plan assets, and the provision for income taxes on an on-going basis. We base our estimates on historical experience and
on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making
judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from
these estimates under different assumptions or conditions.
Principles of Consolidation
All significant intercompany transactions and balances have been eliminated.
Investments in TNI and MNI are accounted for using the equity method and are reported at cost, plus our share of undistributed earnings
since acquisition less, for TNI, amortization of, and reductions in the value of, intangible assets.
Cash and Cash Equivalents
We consider all highly liquid debt instruments purchased with an original maturity of three months or less at date of acquisition to be cash
equivalents.
Accounts Receivable
We evaluate our allowance for credit losses based on historical credit experience, payment trends and other economic factors. Accounts
considered to be uncollectible are written off.
Inventories
Newsprint inventories and other inventories are priced at the lower of cost or net realizable value. LIFO newsprint inventories at
September 25, 2022 and September 26, 2021 are less than replacement cost by $1,448,000 and $988,000, respectively.
The components of inventory by cost method are as follows:
(Thousands of Dollars)
Newsprint - FIFO method
Newsprint - LIFO method
Other inventory - FIFO method
Specific identification
Investments
September 25, 2022
September 26, 2021
393
447
2,219
5,206
8,265
409
903
2,870
2,115
6,297
Investments in unconsolidated affiliates over which Lee exercises significant influence, but does not control, are accounted for by the equity
method. Under this method, an investment account for each unconsolidated affiliate is increased by contributions made and by Lee's share
of net income of the unconsolidated affiliate, and decreased by the share of net losses of and distributions from the unconsolidated affiliate.
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Property and Equipment
Property and equipment are carried at cost. Equipment and all other assets are depreciated using the straight line method. The estimated
useful lives are as follows:
Buildings and improvements
Printing presses and insertion equipment
Leasehold improvements
Other
Years
5 - 40
5 - 25
3 - 10
3 - 15
Depreciation expense for 2022, 2021 and 2020 was $14,365,000, $17,982,000, and $15,385,000, respectively.
Goodwill and Other Intangible Assets
Goodwill and other intangible assets are summarized in Note 6. Intangible assets include customer lists, newspaper subscriber lists and
mastheads. Intangible assets subject to amortization are being amortized using the straight-line method except for intangible assets acquired
in the Transactions which are being amortized in an accelerated manner consistent with the expected economic benefit.
Customer lists
Newspaper subscriber lists
Years
10 - 20
10 - 20
We review goodwill and non-amortizing intangible assets, which include only newspaper mastheads, for impairment annually as of the first
day of the fiscal fourth quarter, or more frequently in events or changes in circumstances indicate that an asset may be impaired in
accordance with FASB Accounting Standards Codification ("ASC") Topic 350, "Intangibles - Goodwill and Other." Under ASC Topic 350, the
impairment test for goodwill and non-amortizing intangible assets must be based on estimated fair values. Impairment would occur when the
carrying amount of the reporting unit is greater than its fair value. Companies with reporting units with zero or negative carrying value are
required to disclose the amount of goodwill for those reporting units.
Leases
The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use ("ROU")
lease assets, current portion of long-term lease liabilities and operating lease liabilities on the Consolidated Balance Sheets. Finance lease
would be included in property, plant and equipment, current portion of long-term debt and long-term debt on the Consolidated Balance
Sheets. Amortization of operating lease ROU assets is included in other operating expenses. Amortization of finance leases would be
included in depreciation expense.
Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments
over the lease term at commencement date. The ROU asset is adjusted to include lease payments made to date and initial direct costs
incurred and to deduct for lease incentives received and impairment recognized. As most of the Company's leases do not provide an implicit
rate, We determined the incremental borrowing rate based on a senior secured collateral adjusted yield curve for the Company. This yield
curve reflects the estimated rate that would have been paid by the Company to borrow on a collateralized basis over a similar term in a
similar economic environment. The lease terms may include options to extend or terminate the lease when it is reasonable certain that the
option will be exercised. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Certain
lease agreements have lease and non-lease components, which are accounted for together. See Note 8 for additional information related to
leases.
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Business Combinations
The Company accounts for acquisitions in accordance with the provisions of ASC Topic 805 - "Business Combinations", which provides
guidance for recognition and measurement of identifiable assets and goodwill acquired, liabilities assumed, and any non-controlling interest
in the acquiree at fair value. In a business combination, the assets acquired, liabilities assumed and non-controlling interest in the acquiree
are recorded as of the date of acquisition at their respective fair values with limited exceptions. Any excess of the purchase price
(consideration transferred) over the estimated fair values of net assets acquired is recorded as goodwill. Transaction costs are expensed as
incurred. The operating results of the acquired business are reflected in the Company's Consolidated Financial Statements from the date of
acquisition.
Revenue Recognition
Revenue is recognized when a performance obligation is satisfied by the transfer of control of the contracted goods or services to our
customers, in an amount that reflects the consideration we expect to receive in exchange for those goods or services.
Restructuring Costs and Other
Restructuring costs and other primarily related to severance expenses associated with involuntary terminations, as well as litigation, advisor,
and other expenses associated with the unsolicited bid offer in November 2021. These costs are expensed as incurred.
Prior to 2021, other costs included in Restructuring Costs and Other include estimated impacts of withdrawals from our multiemployer plans.
Multiemployer plans are discussed in Note 10.
Pension, Postretirement and Postemployment Benefit Plans
We evaluate our liabilities for pension, postretirement and postemployment benefit plans based upon computations made by consulting
actuaries, incorporating estimates and actuarial assumptions of future plan service costs, future interest costs on projected benefit
obligations, rates of compensation increases, when applicable, employee turnover rates, anticipated mortality rates, expected investment
returns on plan assets, asset allocation assumptions of plan assets and other factors.
We apply a practical expedient under ASC Topic 715, Compensation – Retirement Benefits, which allows us to measure plan assets and
benefit obligations using the month-end that is closest to our fiscal year-end. Accordingly, we measure our plan assets and benefit obligations
as of September 30, or upon a remeasurement event. We use the alternative spot rate approach which utilizes a full yield curve to estimate
the interest cost component of benefit cost by applying the specific spot rates along the yield curve used in the determination of the benefit
obligation to the relevant projected cash flows.
Multiemployer Pension Plans
The Company contributes to a number of multiemployer defined benefit pension plans under the terms of collective-bargaining agreements
that cover certain of the Company's union represented employees. The risks of participating in these multiemployer plans are different from
single-employer plans in that assets contributed are pooled and may be used to provide benefits to employees of other participating
employers. If a participating employer withdraws from or otherwise ceases to contribute to the plan, the unfunded obligations of the plan may
be borne by the remaining participating employers. Alternatively, if the Company chooses to stop participating in one of its multiemployer
plans, it may incur a withdrawal liability based on its actuarially determined share of the unfunded status of the plan.
Contributions made to multiemployer plans are based on collective-bargaining agreements and are accounted for under guidance related to
multiemployer plans, which essentially provides that contributions to such plans are expensed when due. Any withdrawal liability would be
recognized at the point withdrawal from the plan becomes probable. See Note 10 for additional information.
Income Taxes
Deferred income tax assets are recognized for deductible temporary differences and loss carryforwards and deferred income tax liabilities
are recognized for taxable temporary differences which are the difference
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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.
Fair Value Measurements
We utilize ASC Topic 820 - Fair Value Measurements and Disclosures, to measure and report fair value. ASC Topic 820 defines fair value,
establishes a framework for measuring fair value and expands disclosures about fair value measurements. ASC Topic 820 establishes a
three-level hierarchy of fair value measurements based on whether the inputs to those measurements are observable or unobservable, which
consists of the following levels:
Level 1 - Quoted prices for identical instruments in active markets.
Level 2 - Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not
active; and model-derived valuations in which all significant inputs are observable in active markets.
Level 3 - Valuations derived from valuation techniques in which one or more significant inputs are unobservable.
Investments measured at net asset value, as a practical expedient for fair value, are excluded from the fair value hierarchy.
Valuation methodologies used for pension and postretirement assets measured at fair value are as follows:
Cash and cash equivalents consist of short term deposits valued based on quoted prices in active markets. Such investments are classified
as Level 1.
Treasury Inflation-Protected Securities ("TIPS") consist of low yield mutual funds and are valued by quoted inactive market prices . Such
investments are classified as Level 2.
Equity securities are valued based on the closing market price in an active market and are classified as Level 1. Certain investments in
commingled funds are valued at the end of the period based upon the value of the underlying investments as determined by quoted market
prices. Such investments are classified as Level 2. Certain equity securities are part of a collective investment fund for which there is no
readily determinable fair value. This fund is valued at the net asset value of units held at the end of the period based upon the value of the
underlying investments, which is determined using multiple approaches including by quoted market prices and by private market quotations.
Such investments are excluded from the fair value hierarchy.
Debt securities consist of government securities, corporate bonds, and mutual funds. Government securities and corporate bonds are valued
based upon quoted market prices in an inactive market. Such investments are classified as Level 2. Mutual funds are valued based upon
quoted market prices in an active market. Such investments are classified as Level 1.
Hedge funds consist of a long/short equity funds and a diversified fund of funds for which there is no readily determinable fair value. These
funds are valued at the net asset value of units held at the end of the period based upon the value of the underlying investments, which is
determined using multiple approaches including by quoted market prices and by private market quotations. Such investments are excluded
from the fair value hierarchy.
Segments
Our business consists of approximately 50 strategic business units ("SBU's"). The SBU's generally include print and digital subscription
products and the associated advertising and marketing services. Each of our SBUs
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comparable types of costs (compensation, newsprint/ink, and other costs) to generate similar sources of advertising and marketing services
revenue and subscription revenue, they produce products in similar manner; they have same class of customers and they use the same
distribution processes. In other words, each SBU engages in the same business activities.
Separate operating results of each SBU are not reviewed by the chief operating decision maker ("CODM"). The CODM reviews consolidated
statements of income and consolidated balance sheets on a monthly basis, and reviews the consolidated statements of cash flows ("SOCF")
on a quarterly basis. The balance sheets and SOCF are only prepared on a consolidated level. Selective revenue and expense details by
SBU are reviewed by the CODM, however, the focus of those reviews is on details of advertising and marketing services revenue by SBU
and subscription revenue by SBU. Complete operating results or other profitability measures by SBU are not reviewed by the CODM.
Further, business decisions by the CODM, including the allocation of resources, are determined based on reviewing consolidated
information.
Stock Compensation and Warrants
We have several stock-based compensation plans. We account for grants under those plans under the fair value expense recognition
provisions of ASC Topic 718 - Compensation-Stock Compensation. We determine the fair value of stock options using the Black-Scholes
option pricing formula. Key inputs to this formula include expected term, expected volatility and the risk-free interest rate.
The expected term represents the period that our stock-based awards are expected to be outstanding, and is determined based on historical
experience of similar awards, giving consideration to contractual terms of the awards, vesting schedules and expectations of future employee
behavior. The volatility factor is calculated using historical market data for our Common Stock. The time frame used is equal to the expected
term. We base the risk-free interest rate on the yield to maturity at the time of the stock option grant on zero-coupon U.S. government bonds
having a remaining term equal to the option's expected term. When estimating forfeitures, we consider voluntary termination behavior as well
as actual option forfeitures.
We amortize as compensation expense the value of stock options and restricted Common Stock using the straight-line method over the
requisite service period or restriction period, which is generally one to four years.
Prior to 2022, we also had 600,000 warrants outstanding to purchase shares of our Common Stock. Warrants were recorded at fair value
determined using the Black-Scholes option pricing formula. These warrants expired in 2022. See Notes 7, 12 and 15.
Uninsured Risks
We are self-insured for health care, workers compensation and certain long-term disability costs of our employees, subject to stop loss
insurance, which limits our losses in the event of large claims. We accrue our estimated health care costs in the period in which such costs
are incurred, including an estimate of incurred but not reported claims. Other risks are insured and carry deductible losses of varying
amounts. We have posted cash collateral totaling $4,600,000 at September 25, 2022 in support of our insurance programs recorded under
Other on the consolidated balance sheets.
Our accrued reserves for health care and workers compensation claims are based upon estimates of the remaining liability for retained
losses made by consulting actuaries. The amount of workers compensation reserve has been determined based upon historical patterns of
incurred and paid loss development factors from the insurance industry.
Recently Issued Accounting Standards - Standards Adopted in 2022
None
Recently Issued Accounting Standards - Standards Adopted in 2021
In June 2016, the FASB issued a new standard ASC Topic 326 Financial Instruments - Credit Losses to replace the incurred loss impairment
methodology 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 are required to use a forward-looking expected credit loss model for
both accounts receivables
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and other financial instruments. The new standard was adopted on September 28, 2020, using a modified retrospective approach. This
standard did not have a material impact on our Consolidated Financial Statements.
In August 2018, the FASB issued Accounting Standards Update ("ASU") 2018-13 Fair Value Measurements that changes disclosure
requirements related to fair value measurements as part of the disclosure framework project. The disclosure framework project aims to
improve effectiveness of disclosures in the notes to the financial statements by focusing on requirements that clearly communicate the most
important information to users of the financial statements. The new guidance was adopted on September 28, 2020, and did not have a
material impact on our Consolidated Financial Statements.
In December 2019, the FASB issued new guidance that simplifies the accounting for income taxes by eliminating certain exceptions to the
guidance in ASC Topic 740 Income Taxes related to the approach for intraperiod tax allocation, the methodology for calculating income taxes
in an interim period and the recognition for deferred tax liabilities for outside basis differences. The standard also simplifies aspects of the
accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up
in the tax basis of goodwill. This new guidance was adopted September 28, 2020, and did not have a material impact on our Consolidated
Financial Statements.
In August 2018, FASB issued ASU 2018-14 Compensation - Retirement Benefits - Defined Benefit Plans to amend disclosure requirements
for employers that sponsor defined benefit pension or other postretirement plans. The new standard was adopted on September 28, 2020
using a retrospective approach, and did not have a material impact on our Consolidated Financial Statements.
2. IMMATERIAL CORRECTIONS TO PRIOR PERIOD FINANCIAL STATEMENTS
In 2022, the Company identified an immaterial error in its accounting for certain deferred tax assets contained in its previously issued audited
consolidated financial statements for the fiscal years ended September 26, 2021, and September 27, 2020 (including the unaudited interim
periods within those fiscal years), and the unaudited interim consolidated financial statements for the interim periods ended June 26, 2022,
March 27, 2022, and December 26, 2021. The error relates to tax basis associated with goodwill and a put option that had been recognized
in 2008 in connection with the acquisition of Pulitzer, Inc. When the put option was settled in 2009, the Company should have remeasured
the tax basis to reflect the cash settlement of the put option, but did not. This remeasurement would have resulted in the deferred tax assets
being reduced to zero and the recognition of a deferred tax liability. The Company assessed the materiality of these errors in accordance with
SEC Staff Accounting Bulletins (SAB) No. 99, Materiality, and SAB No. 108, Quantifying Misstatements, on its previously issued consolidated
financial statements and determined that, after reviewing the nature of the corrections, as well as evaluating the quantitative and qualitative
characteristics of the errors, these adjustments do not represent a material change to the prior period financial statements. The Company
has revised its previously issued consolidated financial statements as set forth in the tables below. As a result of this error, the Company
recorded an adjustment to the opening balance sheet in the fiscal period ended September 27, 2020, to increase net deferred tax liabilities
and accumulated deficit by $14,559,000.
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The table below sets forth the impact of correcting the error in the Consolidated Statements of Income (loss) and Comprehensive Income
(loss).
(Thousands of Dollars, Except Per Common
Share Data)
Year Ended September 26, 2021
Year Ended September 27, 2020
As previously
reported
Adjustment
As Revised
As previously
reported
Adjustment
As Revised
Income before Income Taxes
Income tax expense
Net income (loss)
(Loss) income attributable to Lee Enterprises,
Incorporated
Comprehensive (loss) income attributable to
Lee Enterprises, Inc.
32,047
7,215
24,832
22,785
85,022
—
40
(40)
(40)
(40)
32,047
7,255
24,792
2,843
4,104
(1,261)
—
(1,131)
1,131
2,843
2,973
(130)
22,745
(3,106)
1,131
(1,975)
84,982
5,958
1,131
7,089
Earnings per common share
Basic
Diluted
3.99
3.91
(0.01)
(0.01)
3.98
3.90
(0.55)
(0.55)
0.20
0.20
(0.35)
(0.35)
The table below sets forth the impact of correcting the error in the Consolidated Balance Sheets.
(Thousands of Dollars)
As of September 26, 2021
As of September 27, 2020
As previously
reported
Adjustment
As Revised
As previously
reported
Adjustment
As Revised
Liabilities
Deferred incomes taxes
Total liabilities
Accumulated deficit
Total stockholders' equity (deficit)
Total equity (deficit)
Total liabilities and stockholders' equity
40,295
786,853
(245,744)
54,565
56,698
843,551
13,468
13,468
(13,468)
(13,468)
(13,468)
—
53,763
800,321
(259,212)
41,097
43,230
843,551
15,208
893,690
(268,529)
(31,564)
(29,633)
864,057
13,428
13,428
(13,428)
(13,428)
(13,428)
—
28,636
907,118
(281,957)
(44,992)
(43,061)
864,057
The table below sets forth the impact of correcting the error in the Consolidated Statements of Stockholders' Equity (Deficit)
(Thousands of Dollars)
Year Ended September 26, 2021
Year Ended September 27, 2020
As previously
reported
Adjustment
As Revised
As previously
reported
Adjustment
As Revised
Accumulated deficit:
Balance, beginning of year
Net income (loss)
Balance, end of year
(268,529)
24,832
(245,744)
(13,428)
(40)
(13,468)
(281,957)
24,792
(259,212)
(265,423)
(1,261)
(268,529)
(14,559)
1,131
(13,428)
(279,982)
(130)
(281,957)
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The table below sets forth the impact of correcting the error in the Consolidated Statements of Cash Flows.
(Thousands of Dollars)
Year Ended September 26, 2021
Year Ended September 27, 2020
As previously
reported
Adjustment
As Revised
As previously
reported
Adjustment
As Revised
Operating Activities
Net income (loss)
Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
24,832
(40)
24,792
(1,261)
1,131
(130)
Deferred income taxes
5,120
40
5,160
(3,560)
(1,131)
(4,691)
Unaudited Interim Financial Information
The tables below sets forth the impact of the error correction on the unaudited interim Consolidated Balance Sheets for the interim periods in
2022. The error had no impact on the unaudited interim Consolidated Statements of Income (Loss) and Comprehensive Income (Loss), and
Statements of Cash Flows, in the 2022 interim periods.
(Thousands of Dollars)
As of December 26, 2021
As of March 27, 2022
As previously
reported
Adjustment
As Revised
As previously
reported
Adjustment
As Revised
Liabilities
Deferred incomes taxes
Total liabilities
Accumulated deficit
Total stockholders' equity
Total equity
Total liabilities and stockholders' equity
(Thousands of Dollars)
Liabilities
Deferred incomes taxes
Total liabilities
Accumulated deficit
Total stockholders' equity
Total equity
Total liabilities and stockholders' equity
3. ACQUISITIONS
38,957
768,744
(233,086)
60,912
63,105
831,849
13,468
13,468
(13,468)
(13,468)
(13,468)
—
52,425
782,212
(246,554)
47,444
49,637
831,849
38,397
740,032
(240,362)
53,129
55,369
795,401
13,468
13,468
(13,468)
(13,648)
(13,468)
—
51,865
753,500
(253,830)
39,481
41,901
795,401
As of June 26, 2022
As previously
reported
Adjustment
As Revised
37,295
740,221
(240,631)
52,391
54,615
794,836
13,468
13,468
(13,468)
(13,468)
(13,468)
—
50,763
753,689
(254,099)
41,147
41,147
794,836
On March 16, 2020, the Company completed the Purchase Agreement. As part of the Purchase Agreement, the Company agreed to
purchase certain assets and assume certain liabilities of BH Media's newspapers and
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related publications business ("BH Media Newspaper Business"), excluding real estate and fixtures such as production equipment, and all of
the issued and outstanding capital stock of Buffalo News for a combined purchase price of $140,000,000. BH Media includes 30 daily
newspapers and digital operations, in addition to 49 paid weekly newspapers with websites and 32 other print products. Buffalo News is a
provider of local print and digital news to the Buffalo, NY area. The rationale for the acquisition was primarily the attractive nature of the
various publications, businesses, and digital platforms as well as the revenue growth and operating expense synergy opportunities.
The Transactions were funded pursuant to a Credit Agreement dated as of January 29, 2020, between the Company and BH Finance LLC, a
Nebraska limited liability company affiliated with Berkshire (the "Credit Agreement"), as described further in Note 7.
Between July 2, 2018 and March 16, 2020, the Company managed the BH Media Newspaper Business pursuant to the Management
Agreement between BH Media and the Company dated June 26, 2018 ("Management Agreement"). In connection with the Transactions, the
Management Agreement terminated on March 16, 2020. As part of the settlement of the preexisting relationship, the Company received
$5,425,000 at closing. This amount represents $1,245,000 in fixed fees pro-rated under the contract and $4,180,000 in variable fees based
upon the pro-rated annual target. The amount we received settled our existing contract asset balance, which totaled $3,589,000 as of
December 29, 2019, and the remaining amount was reflected in Other Revenue for the 13 weeks ended March 29, 2020. The amount of
variable fees was estimated based on BH Media financial performance through March 16, 2020. Actual financial performance through
March 16, 2020 did not vary materially from the estimated amount. As such, the Company did not recognize a gain or loss as a result of the
settlement of this preexisting relationship.
In connection with the Transactions, the Company entered into a lease agreement between BH Media, as Landlord, and the Company, as
Tenant, providing for the leasing of 68 properties and related fixtures (including production equipment) used in the BH Media Newspaper
Business ("BH Lease"). The BH Lease commenced on March 16, 2020. The BH Lease requires the Company to pay annual rent of
$8,000,000, payable in equal payments, as well as all operating costs relating to the properties (including maintenance, repairs, property
taxes and insurance). Rent payments are subject to a Rent Credit (as defined in the Lease) equal to 8.00% of the net consideration for any
leased real estate sold by BH Media during the term of the Lease. As of September 25, 2022, the Company has earned monthly rent credits
of $166,000, making current annual rent of $6,004,000. In connection with the BH Lease, the Company recognized $56,226,000 and
$56,226,000 in ROU assets and offsetting lease liabilities as of March 16, 2020.
The allocation of the purchase price is final. As part of the Transactions, the Company also entered into the Credit Agreement and the BH
Lease, as described above. The Company concluded that these agreements were not separate from the Transactions and evaluated these
agreements for off-market terms and no such terms were identified. As such, the consideration for the acquisitions was limited to cash
consideration, as shown below.
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The following table summarizes the final determination of fair values of the assets and liabilities for the Transactions.
(Thousands of Dollars)
Cash and cash equivalents
Current assets
Other assets
Property and equipment
Operating lease assets
Advertiser relationships
Subscriber relationships
Commercial print relationships
Mastheads
Goodwill
Total assets
Current liabilities assumed
Operating lease liabilities
Other liabilities assumed
Pension obligations
Postemployment benefit obligations
Total liabilities
Net assets
Less: acquired cash
Total consideration less acquired cash
Estimated fair value
as previously
reported
(a)
Measurement period
adjustments
Fair value as
adjusted
22,293
52,559
12,167
42,952
7,445
38,780
36,060
17,130
21,680
63,559
314,625
(73,451)
(6,625)
(2,246)
(43,503)
(36,800)
(162,625)
152,000
(22,293)
129,707
—
(855)
4,343
33
101
(11,160)
(8,210)
2,430
(1,290)
16,337
1,729
1,074
(921)
(1,882)
—
—
(1,729)
—
—
—
22,293
51,704
16,510
42,985
7,546
27,620
27,850
19,560
20,390
79,896
316,354
(72,377)
(7,546)
(4,128)
(43,503)
(36,800)
(164,354)
152,000
(22,293)
129,707
(a)
As previously reported in the Company's Quarterly Report on Form 10-Q for the period ended March 29, 2020.
The Company had various measurement period adjustments due to additional knowledge gained after the acquisition date but prior to the
end of the measurement period. The significant adjustments included $11,160,000 decrease to Advertiser relationships, $8,210,000
decrease to Subscriber relationships, and $2,430,000 increase to Commercial print relationships due to updates in assumptions related to
the forecast and attrition rates, and the changes were offset in Goodwill. Other changes included adjustments to accrued liabilities of
$634,000, uncertain tax position allowance of $138,000, and a $3,600,000 reclassification involving workers compensation and medical
reserves that was identified during management's review.
Pro Forma Information (Unaudited)
The following table sets forth unaudited pro forma results of operations assuming the Transactions, along with the credit arrangements
necessary to finance the Transactions, occurred on the first day of fiscal year 2020.
(Thousands of Dollars, Except Per Share Data)
Total revenues
Income attributable to Lee Enterprises, Incorporated
Earnings per share - diluted
Unaudited
September 27,
2020
821,793
17,632
3.10
This pro forma financial information is based on historical results of operations, adjusted for the allocation of the purchase price and other
acquisition accounting adjustments. This pro forma information is not necessarily
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indicative of what our results would have been had we operated the businesses since the beginning of the periods presented. The pro forma
adjustments reflect the income statement effects of depreciation expense and amortization of intangibles related to the fair value adjustments
of the assets acquired, acquisition-related costs, incremental interest expense related to the financing of the Transactions and 2020
Refinancing, the BH Lease entered into as part of the Transactions, the elimination of certain intercompany activity and the related tax effects
of the adjustments.
The only material, nonrecurring adjustments relate to the write-off of previously unamortized debt-issuance costs as of October 1, 2018,
related to the refinanced debt resulted in an $8,973,000 increase to net income for 2020. No other periods were affected by the adjustments.
4. REVENUE
Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the
consideration the Company expects to be entitled to in exchange for goods or services. Revenues are recognized as performance
obligations are satisfied either at a point in time, such as when and advertisement is published, or over time, such as audience subscription
revenue. No single customer represented 10% or more of the Company's net revenue in any fiscal period presented.
Advertising and marketing services revenue
Print advertising revenue includes amounts charged to customers for retail, national, or classified advertising space purchased in our
newspapers, advertising marketing services and other print advertising products such as preprint inserts and direct mail.
Digital advertising revenue includes amounts advertisements placed on our digital platforms, amounts charged to customers for digital
marketing services which include: audience extension, Search Engine Optimization, Search Engine Marketing, web and mobile production,
social media services and reputation monitoring and management.
Payments for print and digital advertising revenue are due upon completion of our performance obligations at previously agreed upon rates.
In instances where the timing of revenue recognition differs from the timing of invoicing, such timing differences are not large. As a result, we
have determined that our contracts do not include a significant financing component.
Subscription revenue
Print subscription revenue results from the sale of print editions of newspapers to individual subscribers and to sales outlets that resell the
newspapers. Print subscriptions include full access to all forms of content provided. Single copy revenue is also included in subscription
revenue. Subscription revenue from single-copy and home delivery subscriptions are recognized at the point in time the publications are
delivered.
Digital subscription revenue results from the sale of digital only access to the Company's content delivered via digital products purchased.
Digital subscription revenue is recognized over time as performance obligations are met throughout the contract term.
Payments for print and digital subscription revenue are typically collected in advance, are for contract periods of one year or less and result in
an unearned revenue liability that is reduced when revenue is recognized.
Other revenue
Other revenue primarily consists of digital services, commercial printing and delivery of third party products. Digital services revenues, which
are primarily delivered through BLOX Digital, are primarily comprised of contractual agreements to provide webhosting and content
management services. As such, digital services revenue is recognized over the contract period. Prices for digital services are agreed upon in
advance of the contract beginning and are typically billed in arrears on a monthly basis, with the exception of implementation fees which are
recognized as deferred revenue and amortized over the contract period. Commercial printing and delivery revenue is recognized when the
product is delivered to the customer.
Additionally in 2020, other revenue included fixed and variable fees collected from our Management Agreement. Fixed fee revenue from the
Management Agreement was recognized over time and paid quarterly and variable
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fees were paid annually. Variable fees were recognized when the fees were deemed earned and it was probable that a significant reversal in
the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration was
subsequently resolved. The Management Agreement expired in 2020 upon the completion of the Transactions.
The following table presents our revenue disaggregated by source:
(Thousands of Dollars)
2022
2021
2020
Operating revenue:
Print advertising revenue
Digital advertising revenue
Advertising and marketing services revenue
Print subscription revenue
Digital-only subscription revenue
Subscription Revenue
Print other revenue
Digital other revenue
Other revenue
Total operating revenue
184,963
181,465
366,428
313,504
40,120
353,624
42,962
17,955
60,917
780,969
227,892
141,391
369,283
329,484
28,229
357,713
48,656
18,997
67,653
794,649
183,164
106,491
289,655
248,913
19,372
268,285
39,632
20,432
60,064
618,004
Contract Assets and Liabilities: The Company’s primary source of unearned revenue is from subscriptions paid in advance of the service
provided. The Company expects to recognize the revenue related to unsatisfied performance obligations over the next twelve months in
accordance with the terms of the subscriptions and other contracts with customers. The unearned revenue balances described herein are the
Company's only contract liability. Unearned revenue was $49,929,000 as of September 25, 2022 and $61,404,000 as of September 26,
2021. Revenue recognized in 2022 that was included in the contract liability as of September 26, 2021 was $54,739,000.
Accounts receivable, excluding allowance for credit losses and contract assets, was $74,759,000 and $71,644,000 as of September 25,
2022 and September 26, 2021 respectively. Allowance for credit losses was $5,237,000 and $6,574,000 as of September 25, 2022 and
September 26, 2021, respectively.
Practical expedients: Sales commissions are expensed as incurred as the associated contractual periods are one year or less. These costs
are recorded within compensation. The vast majority of our contracts have original expected lengths of one year or less and revenue is
earned at a rate and amount that corresponds directly with the value to the customer.
5. INVESTMENTS IN ASSOCIATED COMPANIES
TNI Partners
In Tucson, Arizona, TNI, acting as agent for our subsidiary, Star Publishing Company (“Star Publishing”) and Citizen Publishing Company
(“Citizen”), a subsidiary of Gannett Co. Inc., is responsible for printing, delivery, advertising and subscription activities of the Arizona Daily
Star, as well as the related digital platforms and specialty publications. TNI collects all receipts and records income and pays substantially all
operating expenses incident to the partnership's operations and publication of the newspaper and other media. Income or loss of TNI is
allocated equally to Star Publishing and Citizen.
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Summarized financial information of TNI is as follows:
(Thousands of Dollars)
ASSETS
Current assets
Investments and other assets
Total assets
LIABILITIES AND MEMBERS' EQUITY
Current liabilities
Members' equity
Total liabilities and members' equity
Summarized results of TNI are as follows:
(Thousands of Dollars)
Operating revenue
Operating expenses
Net income
Company's 50% share
Less amortization of intangible assets
Equity in earnings of TNI
September 25
2022
September 26
2021
2,801
1,584
4,385
5,005
(620)
4,385
2,238
1,693
3,931
5,027
(1,096)
3,931
2022
2021
2020
34,153
25,445
8,708
4,354
—
4,354
34,782
25,320
9,462
4,731
—
4,731
37,101
29,673
7,428
3,714
209
3,505
TNI makes periodic distributions of its earnings. We received $3,831,000, $5,150,000, and $3,176,000 in distributions in 2022, 2021 and
2020, respectively.
At September 25, 2022 and September 26, 2021, the carrying value of the Company's 50% investment in TNI is $15,345,000 and
$14,702,000, respectively. The difference between our carrying value and our 50% share of the members' equity of TNI relates principally to
goodwill of $12,366,000 and other identified intangible assets of $2,336,000, certain of which have been amortized over their estimated
useful lives through 2020. See Note 6.
TNI provides editorial services to the Company. Editorial service costs are included in other operating expenses in the Consolidated
Statements of Income and Comprehensive Income and totaled $5,164,000, $4,520,000, and $4,904,000 in 2022, 2021 and 2020,
respectively.
Madison Newspapers, Inc.
We have a 50% ownership interest in MNI, which publishes daily and Sunday newspapers, and other publications in Madison, Wisconsin,
and other Wisconsin locations, and related digital sites. Net income or loss of MNI (after income taxes) is allocated equally to us and The
Capital Times Company (“TCT”). MNI conducts its business under the trade name Capital Newspapers.
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Summarized financial information of MNI is as follows:
(Thousands of Dollars)
ASSETS
Current assets
Investments and other assets
Total assets
LIABILITIES AND MEMBERS' EQUITY
Current liabilities
Other liabilities
Stockholders' equity
Total liabilities and stockholders' equity
Summarized results of MNI are as follows:
(Thousands of Dollars)
Operating revenue
Operating expenses, excluding restructuring costs, depreciation and
amortization
Restructuring costs
Depreciation and amortization
Operating income
Net income (loss)
Equity in earnings of MNI
September 25
2022
September 26
2021
5,837
29,903
35,740
5,922
5,696
24,122
35,740
2021
46,015
35,583
107
711
9,614
3,362
1,681
6,930
30,422
37,352
6,921
6,470
23,961
37,352
2020
48,056
46,845
274
697
240
(204)
(102)
2022
47,621
37,922
169
672
8,857
2,605
1,303
MNI makes periodic distributions of its earnings. We received $1,250,000, $2,300,000, and $1,300,000 in distributions in 2022, 2021 and
2020, respectively.
We provide editorial services to MNI. Editorial service fees are included in other revenue in the Consolidated Statements of Income and
Comprehensive Income and totaled $5,607,000, $5,562,000, and $6,152,000 in 2022, 2021 and 2020, respectively.
At September 25, 2022 and September 26, 2021, the carrying value of the Company's 50% investment in MNI is $12,033,000 and
$11,980,000, respectively.
6. GOODWILL AND OTHER INTANGIBLE ASSETS
Changes in the carrying amount of goodwill are as follows:
(Thousands of Dollars)
Goodwill, gross amount
Accumulated impairment losses
Goodwill, beginning of year
Measurement period adjustments
Disposal
Goodwill, end of year
72
2022
2021
1,618,933
(1,288,729)
330,204
—
(700)
329,504
1,617,174
(1,288,729)
328,445
1,759
—
330,204
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Identified intangible assets related to continuing operations consist of the following:
(Thousands of Dollars)
Non-amortized intangible assets:
Mastheads
Amortizable intangible assets:
Customer and newspaper subscriber lists
Less accumulated amortization
(1)
(1)
Non-compete and consulting agreements
Less accumulated amortization
(1)
(1)
Identified intangible assets
(1)
Fully amortized balances were removed in 2022.
September 25
2022
September 26
2021
26,346
39,672
323,568
(228,541)
95,027
—
—
—
121,373
774,242
(657,243)
116,999
28,656
(28,656)
—
156,671
In the first quarter of fiscal 2022, the Company wrote off approximately $199.9 million of gross cost and accumulated amortization related to
fully amortized customer and newspaper subscriber lists, as well as $28.7 million of gross cost and accumulated amortization related to fully
amortized non-compete and consulting agreements. In the fourth quarter of fiscal 2022, the Company wrote off the gross cost and
accumulated amortization for additional fully amortized customer and newspaper subscriber lists, and wrote down the gross cost and
accumulated amortization for customer and newspaper subscriber lists that were previously impaired, for an aggregate total of $251.1 million.
The adjustments did not have an impact on the net balances previously reported during any of the interim periods during 2022, nor any prior
fiscal periods.
As discussed in Note 1, the Company reviews goodwill and non-amortized intangible assets for impairment annually on the first day of the
fourth quarter, or more frequently if events or changes in circumstances indicate that an asset may be impaired in accordance with ASC
Topic 350.
All of the Company’s goodwill is attributed to the single reporting unit. For goodwill, the calculated fair value exceeded the carrying value. For
goodwill, the calculated fair value was determined using the income approach. Estimates of fair value include Level 3 inputs as they are
subjective in nature, involve uncertainties and matters of significant judgement and are made at a specific point in time. Thus changes in key
assumptions from period to period could significantly affect the estimates of fair value. The Company performed its annual assessment on
the first day of our fourth fiscal quarter, and determined the fair value of our single reporting unit was in excess of carrying value and as such,
there was no impairment in 2021 and 2022. In 2022, the Company disposed of a non-core operation with $700,000 of attributable goodwill.
For mastheads, the calculated fair value includes Level 3 inputs that were determined using the royalty savings method. The key
assumptions used in the fair value estimates under the royalty savings method are revenue and market growth, royalty rates for newspaper
mastheads (the royalty rates utilized range from 0.0% to 1.5%), estimated tax rates, and appropriate risk-adjusted weighted-average cost of
capital (for 2022, 2021 and 2020, the weighted-average cost of capital used was 11.00%, 10.50% and 9.50%, respectively). These
assumptions reflect Lee's best estimates, but these items involve inherent uncertainties based on market conditions generally outside of the
Company's control. A 50 basis point decrease in royalty rates would result in an additional $6,992,000 of impairment. Increasing the discount
rate by 100 basis points would result in an additional $257,000 of impairment. In 2022, 2021, and 2020, we recorded non-cash charges to
reduce the carrying value of non-amortized intangible assets. Such charges are recorded in assets loss (gain) on sales, impairments and
other in the Consolidated Statements of Income (Loss) and Comprehensive Income (Loss). We recorded deferred income tax benefits
related to these charges.
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A summary of the pretax impairment charges is included in the table below:
(Thousands of Dollars)
Non-amortized intangible assets
Property, equipment and other assets
2022
14,203
—
14,203
2021
787
190
977
2020
972
—
972
Amortization expense for 2022, 2021, and 2020 was $22,180,000, $24,859,000, and $20,748,000, respectively.
The Company recognized $27,620,000 of advertiser relationships, $27,850,000 of subscriber relationships, $19,560,000 of commercial print
relationships, and $20,390,000 of indefinite-lived masthead assets as part of the Transactions.
Annual amortization of intangible assets for the years ending September 2023 to September 2027 is estimated to be $19,370,000,
$16,623,000, $10,917,000, $7,040,000, and $5,072,000, respectively. The weighted average amortization period for those amortizable
assets acquired as part of the Transactions is 12.5 years.
The Company recognized $79,896,000 of Goodwill as part of the Transactions. The value of the acquired Goodwill is primarily related to an
assembled workforce and expected synergies from combining operations. For tax, purposes, the amount of Goodwill that is expected to be
deductible is $42,442,000.
7. DEBT
On March 16, 2020 concurrent with closing the Transactions, the Company completed a comprehensive refinancing of its debt (the "2020
Refinancing"). The 2020 Refinancing consists of the Credit Agreement and Term Loan. The proceeds of the Term Loan were used, along
with cash on hand, to refinance the Company's $431,502,000 it incurred in 2014 (the "2014 Refinancing") as well as to fund the acquisition of
BH Media Newspaper Business assets and the stock of Buffalo News for $140,000,000 in cash. With the closing of this transaction, BH
Finance became Lee's sole lender. Proceeds of the Term Loan were used to finance the Transactions and refinance all of the Company's
outstanding debt at par. The Term Loan matures in March 2045. The Company's debt is collateralized by all company assets.
As of September 25, 2022, the Company has $462,554,000 in aggregate principle outstanding under the Term Loan. The debt has a fixed
interest rate at September 25, 2022 of 9.0%.
During the twelve months ended September 25, 2022, we made principal debt payments of $20,062,000. Payments consisted of
$10,450,000 from sale of non-core assets, $6,112,000 from September 26, 2021 excess cash flow, and $3,500,000 in voluntary
prepayments. Future payments are contingent on the Company's ability to generate future excess cash flow.
The Credit Agreement contains certain customary representations and warranties, certain affirmative and negative covenants and certain
conditions, including restrictions on incurring additional indebtedness, creating certain liens, making certain investments or acquisitions,
issuing dividends, repurchasing shares of stock of the Company and certain other capital transactions. Certain existing and future direct and
indirect material domestic subsidiaries of the Company are guarantors of the Company's obligations under the Credit Agreement.
The 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 Interests. Further, the Credit Agreement restricts or
limits, among other things, subject to certain exceptions, the ability of the Company and its subsidiaries to: (i) incur additional indebtedness,
(ii) make certain investments, (iii) enter into mergers, acquisitions and asset sales, (iv) incur or create liens and (v) enter into transactions
with certain affiliates. The Credit Agreement contains various representations and warranties by the Company and may be terminated upon
the occurrence of certain events of default, including non-payment. The Credit Agreement also contains cross-default provisions tied to other
agreements with BH Finance entered into by the Company and its subsidiaries in connection with the 2020 Refinancing.
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Principal Payments
Voluntary pre-payments under the Credit Agreement are not subject to call premiums and are payable at par, with the exception of the
change of control provisions discussed below.
Excluding the Excess Cash Flow payments described below, there are no scheduled mandatory principal payments required under the Credit
Agreement. The Company is required to make mandatory prepayments of the Term Loan as follows:
•
•
•
The Company must prepay the Term Loan in an aggregate amount equal to 100% of any Net Cash Proceeds received by the
Company or any Subsidiary from a sale, transfer, license, or other disposition of any property of the Company or any subsidiary
in excess of $500,000 in any ninety (90) day period.
The Company is required to prepay the Term Loan with excess cash flow, defined as cash on the balance sheet at quarter end in
excess of $20,000,000 ("Excess Cash Flow"). Excess Cash Flow is used to prepay the Term Loan, at par, and is due within 50-
days of quarter end.
If there is a Change of Control (as defined in the Credit Agreement), BH Finance has the option to require the Company to
prepay the Term Loan in cash equal to 105% of the unpaid principal balance, plus accrued and unpaid interest.
The Company may, upon notice to BH Finance, at any time or from time to time, voluntarily prepay the Term Loan in whole or in part, at par,
provided that any voluntary prepayment of the Term Loan shall be accompanied by payment of all accrued interest on the amount of principal
prepaid to the date of prepayment.
Warrants
nd
In connection with the 2 Lien Term Loan entered into in the 2014 Refinancing, we entered into a Warrant Agreement dated as of March 31,
2014 (the "Warrant Agreement"). Under the Warrant Agreement, certain affiliates or designees of the 2 Lien Lenders received on March 31,
2014 their pro rata share of warrants to purchase, in cash, an initial aggregate of 600,000 shares of Common Stock, subject to adjustment
pursuant to anti-dilution provisions (the "Warrants"). The Warrants represent, when fully exercised, approximately 10.1% of shares of
Common Stock outstanding at March 30, 2014 on a fully diluted basis. The exercise price of the Warrants was $41.90 per share. The
Warrants expired in March 2022.
nd
The Warrant Agreement contained provisions requiring the Warrants to be measured at fair value and included in warrants and other
liabilities in our Consolidated Balance Sheets. We re-measure the fair value of the liability each reporting period, with changes reported in
other, net non-operating income (expense). The initial fair value of the Warrants was $16,930,000. See Note 15.
In connection with the issuance of the Warrants, we entered into a Registration Rights Agreement dated as of March 14, 2014 (the
"Registration Rights Agreement"). The Registration Rights Agreement requires, among other matters, that we use our commercially
reasonable efforts to maintain the effectiveness for certain specified periods of a shelf registration statements related to the shares of
Common Stock to be issues upon exercise of the Warrants.
Other
In connection with the 2014 Refinancing, we capitalized $37,819,000 of debt financing costs. Amortization of debt financing costs totaled
$11,282,000 in 2020. In connection with the Transactions, we accelerated recognition of the unamortized debt financing costs of $9,583,000
in 2020.
Liquidity
Pursuant to the terms of the Credit Agreement, our debt does not include a revolver.
Our liquidity, consisting of cash on the balance sheet, totals $16,185,000 at September 25, 2022. This liquidity amount excludes any future
cash flows. We expect all interest and principal payments due in the next twelve
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months will be satisfied by existing cash and our cash flows, which will allow us to maintain an adequate level of liquidity.
There are numerous potential consequences under the Term Loan if an event of default, as defined, occurs and is not remedied. Many of
those consequences are beyond our control. The occurrence of one or more events of default would give rise to the right of BH Finance to
exercise their remedies under the Credit Agreement including, without limitation, the right to accelerate all outstanding debt and take actions
authorized in such circumstances under applicable collateral security documents.
Our ability to operate as a going concern is dependent on our ability to remain in compliance with debt covenants and to repay, refinance or
amend our debt agreements as they become due. The Credit Agreement (as defined above) has only limited affirmative covenants with
which we are required to maintain compliance and there are no leverage or financial performance covenants. We are in compliance with our
debt covenants at September 25, 2022.
8. LEASES
We lease certain real estate, vehicles, and equipment. Our leases have remaining lease terms of 1 to 40 years, some of which may include
options to extend the leases, and some of which may include options to terminate the leases. The exercise of lease renewal options is at our
sole discretion. The depreciable lives of assets and leasehold improvements are limited by the expected lease term unless there is a transfer
of title or purchase option reasonably certain of exercise.
During the period ended September 25, 2022, the Company permanently vacated office and distribution space related to 14 leases. The
space was vacated as some of our locations have transitioned to long-term remote working arrangements and space consolidation. The
abandonment of lease space is an indicator of impairment and the Company assessed the lease ROU asses and leasehold improvements
for impairment. Estimates of fair value include Level 3 inputs which are subjective in nature and involve uncertainties and matters of
significant judgement and are made at a specific point in time. During the period ended September 25, 2022, the Company recorded non-
cash impairment losses of $7,815,000 for right-of-use assets, which is recorded on the Income Statement under the line item assets loss
(gain) on sales, impairments and other.
Total lease expense consists of the following:
(Thousands of Dollars)
Operating lease costs
Variable lease costs
Short-term lease costs
Total Operating Lease Expense
2022
13,786
1,201
217
15,205
Supplemental cash flow information related to our operating leases was as follows:
(Thousands of Dollars)
Cash paid for amounts included in the measurement of
lease liabilities:
Operating cash outflow from operating leases
Right-of-use assets obtained in exchange for operating
lease liabilities
2022
14,325
990
76
2021
14,846
92
—
14,938
2020
10,148
1,911
426
12,485
2021
2020
14,789
932
10,003
1,630
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As of September 25, 2022, maturities of lease liabilities were as follows:
(Thousands of Dollars)
2023
2024
2025
2026
2027
Thereafter
Total lease payments
Less: interest
Present value of lease liabilities
12,921
11,871
10,630
9,187
7,736
18,799
71,144
(17,282)
53,862
Our lease contracts are discounted using the incremental borrowing rate for the Company. We determined the incremental borrowing rate
based on a senior secured collateral adjusted yield curve for the Company. This yield curve reflects the estimated rate that would have been
paid by the Company to borrow on a collateralized basis over a similar term in a similar economic environment. The weighted average
revolving lease terms and discount rates for all of our operating leases were as follows.
Weighted average remaining lease term (years)
Weighted Average discount rate
9. DEFINED BENEFIT PENSION PLANS
September 25, 2022
6 years, 7 months, 2 days
7.99 %
During 2022, the Company made several changes to its defined benefit plans. At the beginning of 2022, the Company was the sponsor of
seven single employer defined benefit plans, two of which were frozen to new participants and future benefits. As of September 25, 2022, we
are the sponsor of two single-employer defined benefit plans, which provide benefits to certain current and former employees of Lee.
During 2022 we notified certain participants in our defined benefit plans of changes to be made to the plans. The Company froze future
benefits and participation for an additional four of the defined benefit plans. The freeze of future benefits resulted in a non-cash curtailment
gain of $1,027,000 related to the four plans. In connection with the freeze the Company provided certain benefit enhancements that resulted
in an increase to our net pension liability and a decrease to Accumulated Other Comprehensive income of $6,077,000. Additionally, the
Company merged the six frozen plans into one fully-funded defined benefit plan, the Lee Enterprises Incorporated Pension Plan ("Plan")
effective in the second quarter of fiscal 2022.
During September of 2022, as part of a pension de-risking strategy for the Plan, the Company, executed an agreement pursuant to transfer
to a third party insurance company (the "Insurer") $85,622,000 of the Plan's liabilities in exchange for $81,377,000 of Plan assets and
recorded a non-cash settlement gain of $4,245,000 in Pension and OPEB related benefit (cost) and other, net.
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The net periodic cost (benefit) components of our pension plans are as follows:
(Thousands of Dollars)
2022
2021
2020
Service cost for benefits earned during the year
Interest cost on projected benefit obligation
Expected return on plan assets
Amortization of net (gain) loss
Amortization of prior service benefit
Settlement gain
Curtailment gain
Net periodic pension cost (benefit)
Changes in benefit obligations and plan assets are as follows:
467
7,941
(18,140)
(3,320)
636
(4,245)
(1,027)
(17,688)
2,529
7,147
(18,688)
4,018
(6)
—
—
(5,000)
1,361
7,577
(12,986)
3,166
(6)
—
—
(888)
(Thousands of Dollars)
2022
2021
Benefit obligation, beginning of year
Service cost
Interest cost
Plan Amendments
Actuarial (gain) loss
Benefits paid
Liability (gain)/loss due to curtailment
Settlements
Administrative expenses paid
Benefit obligation, end of year
Fair value of plan assets, beginning of year:
Actual return on plan assets
Benefits paid
Administrative expenses paid
Settlements
Employer contributions
Fair value of plan assets, end of year
Funded status
384,187
467
7,941
6,077
(85,754)
(21,686)
(1,027)
(81,377)
—
208,828
398,430
(84,000)
(21,686)
(2,123)
(81,377)
112
209,356
528
401,381
2,529
7,147
—
(5,413)
(21,182)
—
—
(275)
384,187
331,354
89,892
(21,182)
(2,599)
—
965
398,430
14,243
Disaggregated amounts recognized in the Consolidated Balance Sheets are as follows:
(Thousands of Dollars)
Pension obligations
Accumulated other comprehensive income (before income taxes)
September 25
2022
September 26
2021
528
5,452
14,243
36,965
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Amounts recognized in accumulated other comprehensive income (loss) are as follows:
(Thousands of Dollars)
Unrecognized net actuarial gain (loss)
Unrecognized prior service cost
We do not expect to recognize any net actuarial gain (loss), in net periodic pension cost in 2023.
Assumptions
Weighted-average assumptions used to determine benefit obligations are as follows:
(Percent)
Discount rate
Interest crediting rate
Weighted-average assumptions used to determine net periodic benefit cost are as follows:
(Percent)
Discount rate - service cost
Discount rate - interest cost
Expected long-term return on plan assets
September 25
2022
September 26
2021
10,893
(5,441)
5,452
36,965
—
36,965
September 25
2022
September 26
2021
5.3
2.5
2021
3.0
1.9
5.9
2.7
2.5
2020
3.3
2.6
6.0
2022
5.4
5.3
5.0
For 2022, the expected long-term return on plan assets is 5.0%. The assumptions related to the expected long-term return on plan assets are
developed through an analysis of historical market returns, current market conditions and composition of plan assets.
For the year ended September 25, 2022, the most significant driver of the decrease in benefit obligation was the higher actuarial gains
experienced by all plans and the annuity purchase mentioned above. The plans recognized actuarial gains due to significant increases in
bond yields that resulted in increases to the discount rates. Discount rate increases were partially offset by actual return on assets falling
behind expected returns for the year. For the year ended September 26, 2021, the most significant driver of the decrease in benefit
obligations for the plans was the higher actuarial gains experienced by all plans. The pension plans recognized actuarial gains due to small
increases in bond yields that resulted in increases to the discount rates and actual return on assets exceeding expected returns for the year
improving the funded status of the plans.
Plan Assets
The primary objective of our investment strategy is to satisfy our pension obligations at a reasonable cost. Assets are actively invested to
balance real growth of capital through appreciation, reinvestment of dividend and interest income, and safety of invested funds.
Our investment policy outlines the governance structure for decision making, sets investment objectives and restrictions and establishes
criteria for selecting and evaluating investment managers. The use of derivatives is prohibited, except on a case-by-case basis where the
manager has a proven capability, and only to hedge quantifiable risks such as exposure to foreign currencies. An investment committee,
consisting of certain of our executives and supported by independent consultants, is responsible for monitoring compliance with the
investment policy. Assets are periodically redistributed to maintain the appropriate policy allocation.
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The weighted-average asset allocation of our pension assets, is as follows:
(Percent)
Asset Class
Equity securities
Debt securities
TIPS
Hedge fund investments
Cash and cash equivalents
Policy Allocation
September 25
2022
25
65
—
10
1
Actual Allocation
September 25
2022
41
43
—
15
1
September 26
2021
50
34
4
11
1
Plan assets include no Company securities. Assets include cash and cash equivalents and receivables from time to time due to the need to
reallocate assets within policy guidelines. As of September 26, 2021, Buffalo News had a different policy for asset allocation than the
Company's other plans. As of September 25, 2022, all Company plans asset allocation were the same.
Due to the timing of the annuity purchase (as discussed above), funds were organized in a way that provided sufficient liquidity for the
transaction. This caused our pension plans asset allocation to differ significantly from our desired policy as of September 25, 2022.
Fair Value Measurements
The fair value hierarchy of pension assets at September 25, 2022 is as follows:
(Thousands of Dollars)
NAV
Level 1
Level 2
Level 3
Cash and cash equivalents
Domestic equity securities
International equity securities
Emerging equity securities
Debt securities
Hedge fund investments
—
2,235
—
—
—
32,515
1,562
67,661
5,743
4,996
25,742
—
—
—
4,519
—
65,364
—
—
—
—
—
—
—
The fair value hierarchy of pension assets at September 26, 2021 was as follows:
(Thousands of Dollars)
NAV
Level 1
Level 2
Level 3
Cash and cash equivalents
Domestic equity securities
International equity securities
Emerging equity securities
TIPS
Debt securities
Hedge fund investments
—
7,236
—
—
—
—
18,758
4,447
78,577
9,485
8,077
7,280
181,908
—
—
42,448
9,505
—
—
32,781
—
—
—
—
—
—
—
—
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There were no purchases, sales or transfers of assets classified as Level 3 in 2022 or 2021. Pension assets that are excluded from the fair
value hierarchy and are measured at net asset value or "NAV", include three investments:
•
•
•
U.S. small cap value equity common/collective fund for which fund prices are not publicly available. The balance of this
investment is $2,235,000 and $7,236,000 as of September 25, 2022 and September 26, 2021, respectively. We can redeem this
fund on a monthly basis.
Global equity long/short common/collective hedge fund-of-funds for which fund prices are established on a monthly basis. The
balance of this investment is $16,663,000 and $8,371,000 as of September 25, 2022 and September 26, 2021, respectively. We
can redeem up to 90% of our investment in this fund within 90-120 days of notice with the remaining distributed following
completion of the audit of the Fund's financial statements for the year.
Global equity long/short common/collective hedge fund-of-funds for which fund prices are established on a monthly basis. The
balance of this investment is $15,852,000 and $10,387,000 as of September 25, 2022 and September 26, 2021, respectively.
We can redeem up to 50% of our investment in this fund twice per year.
The activity within Other comprehensive income (loss) for both pension plans and postretirement plans was as follows:
(Thousands of Dollars)
Comprehensive (loss) income, net of taxes:
Change in unrecognized benefit plan gain (loss) arising during the period, net of
taxes $279, $19,148, and $4,095, respectively
Amortization of items to periodic pension and other post-employment benefit
costs during the period, net of taxes $6,389, $819, and $542, respectively
Other comprehensive (loss) income recognized in operations, net of taxes
2022
2021
2020
(14,485)
(11,049)
(25,534)
59,663
2,574
62,237
10,329
(1,265)
9,064
Cash Flows
Based on our forecast at September 25, 2022, we expect to make no contributions to our pension trust in 2023.
We anticipate future benefit payments to be paid from the pension trust as follows:
(Thousands of Dollars)
2023
2024
2025
2026
2027
2028-2032
Other Plans
14,668
14,830
14,947
15,126
15,204
75,362
We are the plan sponsor for other funded and unfunded defined benefit pension plans that are not considered material. The net benefit
obligation for these plans are $967,000 and $996,000 at September 25, 2022 and September 26, 2021, respectively.
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10. POSTRETIREMENT AND POSTEMPLOYMENT BENEFITS
We provide retiree medical and life insurance benefits under postretirement plans at several of our operating locations. The level and
adjustment of participant contributions vary depending on the specific plan. Our liability and related expense for benefits under the
postretirement plans are recorded over the service period of active employees based upon annual actuarial calculations. We accrue
postemployment disability benefits when it becomes probable that such benefits will be paid and when sufficient information exists to make
reasonable estimates of the amounts to be paid.
The net periodic postretirement benefit cost (benefit) components for our postretirement plans are as follows:
(Thousands of Dollars)
2022
2021
2020
Service cost for benefits earned during the year
Interest cost on projected benefit obligation
Expected return on plan assets
Amortization of net actuarial gain
Amortization of prior service benefit
Curtailment gains
Net periodic postretirement benefit
Changes in benefit obligations and plan assets are as follows:
108
340
(1,053)
(994)
(647)
—
(2,246)
207
429
(1,007)
(685)
(647)
(23,830)
(25,533)
500
869
(1,060)
(743)
(647)
—
(1,081)
(Thousands of Dollars)
2022
2021
Benefit obligation, beginning of year
Service cost
Interest cost
Liability (gain) loss due to Curtailment
Actuarial loss (gain)
Benefits paid, net of premiums received
Medicare Part D subsidies
Benefit obligation, end of year
Fair value of plan assets, beginning of year
Actual return on plan assets
Employer contributions
Benefits paid, net of premiums and Medicare Part D subsidies received
Plan participant contributions
Fair value of plan assets at measurement date
Funded status
18,538
108
340
—
(4,729)
(1,958)
(12)
12,287
26,802
(2,453)
1,525
(2,105)
134
23,903
11,616
47,637
207
429
(23,830)
(4,285)
(1,678)
58
18,538
25,706
1,534
1,293
(1,795)
64
26,802
8,264
Disaggregated amounts recognized in the Consolidated Balance Sheets are as follows:
(Thousands of Dollars)
Non-current assets
Postretirement benefit obligations
Accumulated other comprehensive income (before income tax benefit)
September 25
2022
September 26
2021
19,066
(7,450)
17,327
17,664
(9,859)
17,747
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Amounts recognized in accumulated other comprehensive income (loss) before income tax benefit are as follows:
(Thousands of Dollars)
Unrecognized net actuarial gain
Unrecognized prior service benefit
September 25
2022
September 26
2021
14,298
3,029
17,327
14,071
3,676
17,747
We expect to recognize $1,014,000 and $647,000 of unrecognized net actuarial gain and unrecognized prior service benefit, respectively, in
net periodic postretirement benefit in 2023.
Assumptions
Weighted-average assumptions used to determine postretirement benefit obligations are as follows:
(Percent)
Discount rate
Expected long-term return on plan assets
September 25
2022
September 26
2021
5.3
5.0
2.6
4.0
The assumptions related to the expected long-term return on plan assets are developed through an analysis of historical market returns,
current market conditions and composition of plan assets.
Weighted-average assumptions used to determine net periodic benefit cost are as follows:
(Percent)
Discount rate - service cost
Discount rate - interest cost
Expected long-term return on plan assets
2022
5.5
5.1
5.0
2021
2.5
1.9
4.0
2020
3.4
2.8
4.5
For 2022, the expected long-term return on plan assets is 5.0%. The assumptions related to the expected long-term return on plan assets are
developed through an analysis of historical market returns, current market conditions and composition of plan assets.
Assumed health care cost trend rates are as follows:
(Percent)
Health care cost trend rates
Rate to which the cost trend rate is assumed to decline (the “Ultimate Trend Rate”)
Year in which the rate reaches the Ultimate Trend Rate
September 25
2022
September 26
2021
10.6
4.5
2032
6.2
4.5
2030
Administrative costs related to indemnity plans are assumed to increase at the health care cost trend rates noted above.
In 2021, we notified certain participants in one of our postemployment medical plans of changes to their plan, including elimination of
coverage for certain participants. These changes resulted in a non-cash curtailment gain of $23,830,000 in 2021. The curtailment gain is
recorded in Curtailment gain in the Consolidated
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Statements of Income (loss) and Comprehensive Income (loss). These charges also reduced the postemployment benefit obligation by
$23,830,000 in 2021.
For the year ended September 25, 2022, the most significant driver of the decrease in benefit obligations for the plans was the higher
actuarial gains experienced by all plans. The plans recognized actuarial gains due to significant increases in bond yields that resulted in
increases to the discount rates. Discount rate increases were partially offset by actual return on assets falling behind expected returns for the
year. For the year ended September 26, 2021, the most significant driver of the decrease in benefit obligations for the plans was the higher
actuarial gains experienced by all plans. The plans recognized actuarial gains due to small increases in bond yields that resulted in increases
to the discount rates, actual return on assets exceeding expected returns for the year, and updated expected future claims costs.
Plan Assets
Assets of the retiree medical plan are invested in a master trust. The master trust also pays benefits of active employee medical plans for the
same union employees. The fair value of master trust assets allocated to the active employee medical plans at September 25, 2022 and
September 26, 2021 is $614,000 and $631,000, respectively, which are included within the tables below.
The primary objective of our investment strategy is to satisfy our postretirement obligations at a reasonable cost. Assets are actively invested
to balance real growth of capital through appreciation and reinvestment of dividend and interest income and safety of invested funds.
Our investment policy outlines the governance structure for decision making, sets investment objectives and restrictions, and establishes
criteria for selecting and evaluating investment managers. The use of derivatives is strictly prohibited, except on a case-by-case basis where
the manager has a proven capability, and only to hedge quantifiable risks such as exposure to foreign currencies. An investment committee,
consisting of certain of our executives and supported by independent consultants, is responsible for monitoring compliance with the
investment policy. Assets are periodically redistributed to maintain the appropriate policy allocation.
The weighted-average asset allocation of our postretirement assets is as follows:
(Percent)
Asset Class
Equity securities
Debt securities
Hedge fund investment
Cash and cash equivalents
Policy Allocation
Actual Allocation
September 25 2022
September 25
2022
September 26
2021
20
70
10
—
17
71
12
—
20
68
12
—
Plan assets include no Company securities. Assets include cash and cash equivalents and receivables from time to time due to the need to
reallocate assets within policy guidelines.
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Fair Value Measurements
The fair value hierarchy of postretirement assets at September 25, 2022 is as follows:
(Thousands of Dollars)
NAV
Level 1
Level 2
Level 3
Cash and cash equivalents
Domestic equity securities
Emerging equity securities
International equity securities
Debt securities
Hedge fund investment
—
791
—
—
—
2,782
26
1,910
456
573
17,248
—
—
—
—
480
—
—
—
—
—
—
—
—
The fair value hierarchy of postretirement assets at September 26, 2021 is as follows:
(Thousands of Dollars)
NAV
Level 1
Level 2
Level 3
Cash and cash equivalents
Domestic equity securities
Emerging equity securities
International equity securities
Debt securities
Hedge fund investment
—
904
—
—
—
3,235
25
2,643
603
747
18,363
—
—
—
—
660
—
—
—
—
—
—
—
—
There were no purchases, sales or transfers of assets classified as Level 3 in 2022 or 2021. Postretirement assets that are excluded from the
fair value hierarchy and are measured at net asset value or "NAV", include two investments:
•
•
U.S. small cap value equity common/collective fund for which fund prices are not publicly available. The balance of this
investment is $791,000 and $904,000 as of September 25, 2022 and September 26, 2021, respectively. We can redeem this fund
on a monthly basis.
Global equity long/short common/collective hedge fund-of-funds for which fund prices are established on a monthly basis. The
balance of this investment is $2,782,000 and $3,235,000 as of September 25, 2022 and September 26, 2021, respectively. We
can redeem up to 90% of our investment in this fund within 90-120 days of notice with the remaining distributed following
completion of the audit of the Fund's financial statements for the year.
Cash Flows
Based on our forecast at September 25, 2022, we do not expect to contribute to our postretirement plans in 2023.
The Medicare Prescription Drug, Improvement and Modernization Act of 2003 (the “Modernization Act”) introduced a prescription drug benefit
under Medicare (“Medicare Part D”) and a federal subsidy to sponsors of retiree health care benefit plans (“Subsidy”) that provide a benefit at
least actuarially equivalent (as that term is defined in the Modernization Act) to Medicare Part D. We concluded we qualify for the Subsidy
under the Modernization Act since the prescription drug benefits provided under our postretirement health care plans generally require lower
premiums from covered retirees and have lower deductibles than the benefits provided in Medicare Part D and, accordingly, are actuarially
equivalent to or better than, the benefits provided under the Modernization Act.
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We anticipate future benefit payments to be paid either with future contributions to the plan or directly from plan assets, as follows:
(Thousands of Dollars)
2023
2024
2025
2026
2027
2028-2032
Postemployment Plan
Gross
Payments
980
991
985
987
955
4,563
Less
Medicare
Part D
Subsidy
—
—
—
—
—
—
Net
Payments
980
991
985
987
955
4,563
Our postemployment benefit obligation, which represents certain disability benefits, is $1,771,000 at September 25, 2022 and $2,233,000 at
September 26, 2021.
11. OTHER RETIREMENT PLANS
Substantially all of our employees are eligible to participate in a qualified defined contribution retirement plan. We also have a non-qualified
plan for employees whose incomes exceed qualified plan limits.
The defined contribution retirement plan costs were $3,565,000 in 2022, $3,403,000 in 2021 and $2,666,000 in 2020.
Multiemployer Pension Plans
We contributed to various multiemployer defined benefit pension plans under the terms of collective bargaining agreements ("CBAs"). The
risks of participating in these multiemployer plans are different from our company-sponsored plans in the following aspects:
• We do not manage the plan investments or any other aspect of plan administration;
•
•
•
Assets contributed to the multiemployer plan by one employer may be used to provide benefits to employees of other participating
employers;
If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining
participating employers; and
If we choose to stop participating in one or more multiemployer plans, we may be required to fund over time an amount based on the
unfunded status of the plan at the time of withdrawal, referred to as a "withdrawal liability".
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Table of Contents
Information related to these plans is outlined in the table below:
(Thousands of Dollars)
Zone Status
September 30
Funding
Improvement
Plan/Rehabilitation
Plan
Status
Contributions
Pension Plan
2022
2021
Status
2022
2021
2020
Surcharge
Imposed
EIN
Expiration Dates of
CBAs
Critical
Red
Implemented
Endangered
Red
Implemented
—
—
10
87
No
91-6024903
15
31
N/A
51-0138317
N/A (1)
N/A (1)
Critical
Red
Implemented
—
81
456
No
13-6212879
N/A (1)
Green
Red
N/A
57
67
86
N/A
51-6031295
1/1/2024
Green
Green
N/A
50
49
52
N/A
36-6052390
2/28/2023
11/1/2023
GCIU- Employer
Retirement Fund
District No. 9,
International
Association of
Machinists and
Aerospace Workers
Pension Trust
CWA/ITU negotiated
Pension Plan
IAM National Pension
Fund
Operating Engineers
Central Pension Fund
of the International
Union of Operating
Engineers and
Participating
(2)
Employers
(1) The Company has withdrawn from the multi-employer plans
(2) We are subject to two different CBA's under the multi-employer plan.
The Company has effectuated withdrawals from several multiemployer plans. We record estimates of withdrawal liabilities as of the time the
contracts agreeing to withdraw from those plans are ratified. As of September 25, 2022 and September 26, 2021, we had $24,995,000 and
$23,471,000 of accrued withdrawal liabilities. The liabilities reflect the estimated net present value of payments to the fund, payable over 20
years.
Several multiemployer plans have CBAs that expire in the next twelve months. It is reasonably possible that if the Company is unable to
renegotiate these agreements employees could go on strike which could disrupt the normal operations of the Company. Of our employees in
CBA's, approximately 55% have CBA's that expire in the next 12 months.
12. COMMON STOCK
Warrant Agreement
In connection with the previous 2nd Lien Term Loan entered into as part of the 2014 Refinancing, we entered into the Warrant Agreement.
Under the Warrant Agreement, certain affiliates or designees of the 2nd Lien
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Lenders received on March 31, 2014, their pro rata share of Warrants to purchase, in cash, 600,000 shares of Common Stock, subject to
adjustment pursuant to anti-dilution provisions. The Warrants represent, when fully exercised, approximately 10.1% of shares of Common
Stock outstanding at March 30, 2014, on a fully diluted basis. The exercise price of the Warrants is $41.90 per share.
The Warrant Agreement contains a cash settlement provision in the event of a change of control prior to March 31, 2018, as well as other
provisions requiring the Warrants be measured at fair value and classified as warrants and other liabilities in our Consolidated Balance
Sheets. We re-measure the liability to fair value each reporting period, with changes reported in other non-operating income (expense). The
initial fair value of the Warrants was $16,930,000. The Warrants expired in March 2022.
In connection with the issuance of the Warrants, we entered into the Registration Rights Agreement. The Registration Rights Agreement
requires, among other matters, that we use our commercially reasonable efforts to file and maintain the effectiveness for certain specified
periods of a shelf registration statement covering the shares of Common Stock upon exercise of the Warrants.
13. STOCK OWNERSHIP PLANS
Total non-cash stock compensation expense is $1,337,000, $854,000 and $1,042,000, in 2022, 2021 and 2020, respectively.
At September 25, 2022, we have reserved 279,810 shares of Common Stock for issuance to employees under an incentive and non-
statutory stock option and restricted stock plan approved by stockholders of which 279,810 shares are available for granting of non-qualified
stock options or issuance of restricted Common Stock.
Stock Options
Options are granted at a price equal to the fair market value on the date of the grant and are exercisable, upon vesting, over a ten-year
period.
A summary of stock option activity is as follows:
(Thousands of Shares)
Outstanding, beginning of year
Exercised
Canceled
Outstanding, end of year
Exercisable, end of year
Weighted average prices of stock options are as follows:
(Dollars)
Exercised
Cancelled
Outstanding, end of year
88
2022
2021
2020
36
(9)
(27)
—
—
2022
11.30
11.30
—
41
(2)
(3)
36
36
2021
11.30
11.30
11.40
81
—
(40)
41
41
2020
—
25.30
11.40
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Restricted Common Stock
A summary of restricted Common Stock activity follows:
(Thousands of Shares)
Outstanding, beginning of year
Granted
Vested
Forfeited
Outstanding, end of year
Weighted average grant date fair values of restricted Common Stock are as follows:
(Dollars)
Outstanding, beginning of year
Granted
Vested
Forfeited
Outstanding, end of year
2022
154
78
(66)
(1)
165
2022
16.70
30.01
20.93
23.60
21.21
2021
155
46
(45)
(2)
154
2021
21.50
11.20
27.30
16.10
16.70
2020
148
72
(61)
(4)
155
2020
24.90
16.20
23.40
24.40
21.50
Total unrecognized compensation expense for unvested restricted Common Stock at September 25, 2022 is $1,876,000, which will be
recognized over a weighted average period of 1.3 years.
Employee Stock Purchase Plans
We have 27,000 shares of Common Stock available for issuance pursuant to our Employee Stock Purchase Plan. We also have 870 shares
of Common Stock available for issuance under our Supplemental Employee Stock Purchase Plan. There has been no activity under these
plans in 2022, 2021, or 2020.
14. INCOME TAXES
Income tax expense (benefit) consists of the following:
(Thousands of Dollars)
2022
2021
2020
Current:
Federal
State
Deferred
4,932
142
(4,376)
698
(2,431)
3,642
6,044
7,255
8,779
(10)
(5,796)
2,973
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Income tax (benefit) expense related to operations differs from the amounts computed by applying the U.S. federal income tax rate to income
(loss) before income taxes. The reasons for these differences are as follows:
(Percent of (Loss) Income Before Income Taxes)
Computed “expected” income tax expense
State income tax benefit, net of federal tax benefit
Net income of associated companies
Resolution of tax matters
Remeasurement due to rate changes
Non-deductible expenses
Provision to return adjustment
Valuation allowance
Wage credit, net addback
Warrant valuation
Other
Net deferred income tax liabilities consist of the following components:
(Thousands of Dollars)
Deferred income tax liabilities:
Property and equipment
Identified intangible assets
ASC 842 - Leases DTL
Pension and postretirement benefits
Investments
Deferred income tax assets:
Allowance for credit losses
Pension and postretirement benefits
Long-term debt
Interest deduction limitation
Operating loss carryforwards
ASC 842 - Leases DTA
Accrued compensation
Accrued expenses
Other
Valuation allowance
Net deferred income tax liabilities
All deferred taxes are categorized as non-current.
90
2022
21.0
(8.9)
(77.2)
(32.2)
(11.2)
124.0
70.2
11.9
(7.5)
(1.9)
—
88.2
2021
21.0
5.6
(1.8)
3.2
0.1
0.9
—
(6.0)
—
(0.4)
—
22.6
2020
21.0
21.7
(18.3)
(30.5)
(31.0)
19.4
—
125.2
—
(7.3)
4.4
104.6
September 25
2022
September 26
2021
(11,712)
(21,649)
(11,308)
—
(26,489)
(71,158)
802
3,445
161
4,809
26,224
13,112
1,914
1,663
2,964
55,094
(26,655)
(42,719)
(13,284)
(27,543)
(15,813)
(6,346)
(14,823)
(77,809)
237
—
716
—
26,999
15,840
6,630
443
812
51,677
(27,631)
(53,763)
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A reconciliation of 2022 and 2021 changes in gross unrecognized tax benefits is as follows:
(Thousands of Dollars)
Balance, beginning of year
Changes in tax positions for prior years
Increases (decrease) in tax positions for the current year
Lapse in statute of limitations
Balance, end of year
2022
2021
18,279
(307)
1,887
(1,617)
18,242
27,008
1,008
(8,940)
(797)
18,279
Approximately $11,942,000 and $10,984,000 of the gross unrecognized tax benefit balances for 2022 and 2021, respectively, relate to state
net operating losses which are netted against deferred taxes on our balance sheet. The total amount of unrecognized tax benefits that, if
recognized, would impact the effective tax rate was $3,582,000 at September 25, 2022. The company does not expect that unrecognized tax
benefits will fluctuate significantly in the next twelve months. We recognize interest and penalties related to unrecognized tax benefits as a
component of income tax expense. The amount of accrued interest related to unrecognized tax benefits was, net of tax, $1,476,000 at
September 25, 2022 and $1,393,000 at September 26, 2021. There were no amounts provided for penalties at September 25, 2022 or
September 26, 2021.
At September 25, 2022 and September 26, 2021, we had a deferred tax asset of $4,809,000 and $0, respectively, related to disallowed
interest expense.
The company is current undergoing a New York Franchise Tax audit that includes fiscal year periods 2019 through 2021. Certain of the
Company's state income tax returns for the year ended September 25, 2016 are open for examination. The Federal and remaining state
returns are open beginning with the September 24, 2017 year.
At September 25, 2022, we have state tax benefits of approximately $45,137,000 in net operating loss ("NOL") carryforwards that expire
between 2022 and 2040. These NOL carryforwards result in a deferred income tax asset of $35,658,000 at September 25, 2022, a portion of
which is offset by a valuation allowance.
15. FAIR VALUE OF FINANCIAL INSTRUMENTS
The following methods and assumptions are used to estimate the fair value of each class of financial instruments for which it is practicable to
estimate value.
The carrying amounts of cash equivalents, accounts receivable and accounts payable approximate fair value because of the short maturity of
those instruments. Certain other investments totaling $4,226,000, including our 16.7% ownership of the non-voting common stock and 0.7%
of the voting common stock of TCT, which represents 8.7% of total TCT stock, and a private equity investment, are carried at cost. Certain
other investments totaling $1,745,000 which include securities held in trust under a deferred compensation arrangement, are carried at fair
value with gains and losses reported in earnings. These represent Level 2 fair value measurements.
At September 25, 2022, we had no floating rate debt. Our fixed rate debt consists of $462,554,000 principal amount of the Term Note. At
September 25, 2022 the fair value is $463,446,000. This represents a Level 2 fair value measurement.
As discussed more fully in Notes 7 and 12, we recorded a liability for the Warrants issued in connection with the Warrant Agreement. The
liability was initially measured at its fair value and we re-measure the liability to fair value each reporting period, with changes reported in
other non-operating income (expense). The initial fair value of the Warrants was $16,930,000. The fair value of the Warrants at
September 25, 2022, September 26, 2021, and September 27, 2020 were zero, $71,000 and $363,000, respectively. In other, net non-
operating income (expense) in the Consolidated Statements of Income (loss) and Comprehensive Income (Loss), we recognized income of
$71,000 in 2022, $292,000 in 2021, and of $832,000 in 2020, for adjustments in the fair value of the Warrants. The Warrants expired in
March 2022.
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The following assumptions were used to estimate the fair value of the Warrants:
Volatility (Percent)
Risk-free interest rate (Percent)
Expected term (Years)
Estimated fair value (Dollars)
16. EARNINGS PER COMMON SHARE
2022
—
—
—
—
2021
43
0.05
0.5
0.12
2020
84
0.12
1.5
0.06
The following table sets forth the computation of basic and diluted earnings per common share:
(Thousands of Dollars and Shares, Except Per Common Share Data)
2022
2021
2020
(Loss) income attributable to Lee Enterprises, Incorporated:
(2,017)
22,745
(1,975)
Weighted average Common Stock
Less non-vested restricted Common Stock
Basic average Common Stock
Dilutive stock options and restricted Common Stock
Diluted average Common Stock
Earnings per common share:
Basic:
Diluted
5,946
(167)
5,778
—
5,778
(0.35)
(0.35)
5,873
(156)
5,717
109
5,826
3.98
3.90
5,811
(154)
5,657
37
5,694
(0.35)
(0.35)
For 2021 we had 600,000 weighted average shares not considered in the computation of diluted earnings per share because the exercise
prices of the related stock options and Warrants were in excess of the fair market value of our Common Stock. For 2022 and 2020 we had
74,304 and 600,000 weighted average shares, respectively, not considered in the computation of diluted earnings per share because the
Company recorded net losses.
17. ALLOWANCE FOR CREDIT LOSSES
Valuation and qualifying account information related to the allowance for credit losses related to continuing operations is as follows:
(Thousands of Dollars)
Balance, beginning of year
Additions charged to expense
Deductions from reserves
Balance, end of year
2022
2021
2020
6,574
5,190
(6,527)
5,237
13,431
1,505
(8,362)
6,574
6,434
8,607
(1,610)
13,431
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18. OTHER INFORMATION
Compensation and other accrued liabilities consist of the following:
(Thousands of Dollars)
Compensation
Retirement plans
Other
September 25
2022
September 26
2021
20,815
549
23,376
44,740
20,849
554
23,673
45,076
Supplemental cash flow information includes the following cash payments:
(Thousands of Dollars)
2022
2021
2020
Interest
Debt financing and reorganization costs
Income tax payments, net
41,770
—
5,311
45,214
—
7,604
49,518
707
446
Accumulated other comprehensive income (loss), net of deferred income taxes at September 25, 2022, and September 26, 2021, is related
to pension and postretirement benefits.
19. COMMITMENTS AND CONTINGENT LIABILITIES
Capital Expenditures
At September 25, 2022, we had construction and equipment purchase commitments totaling approximately $3,872,000.
Income Taxes
Commitments exclude unrecognized tax benefits to be recorded in accordance with ASC Topic 740, Income Taxes. We are unable to
reasonably estimate the ultimate amount or timing of cash settlements with the respective taxing authorities for such matters. See Note 14.
We file income tax returns with the Internal Revenue Service and various state tax jurisdictions. From time to time, we are subject to routine
audits by those agencies, and those audits may result in proposed adjustments. We have considered the alternative interpretations that may
be assumed by the various taxing agencies, believe our positions taken regarding our filings are valid, and that adequate tax liabilities have
been recorded to resolve such matters. However, the actual outcome cannot be determined with certainty and the difference could be
material, either positively or negatively, to the Consolidated Statements of Income and Comprehensive Income (Loss) in the periods in which
such matters are ultimately determined. We do not believe the final resolution of such matters will be material to our consolidated financial
position or cash flows.
We have various income tax examinations ongoing and at various stages of completion, but generally our income tax returns have been
audited or closed to audit through 2014.
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.
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Report of Independent Registered Public Accounting Firm
Stockholders and Board of Directors
Lee Enterprises, Incorporated.
Davenport, Iowa
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheet of Lee Enterprises, Incorporated (the “Company”) as of September 25,
2022, the related consolidated statements of income (loss) and comprehensive income (loss), stockholders’ equity (deficit), and cash flows
for the fiscal year ended September 25, 2022, and the related notes (collectively referred to as the “consolidated financial statements”). In our
opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at September 25,
2022, and the results of its operations and its cash flows for the fiscal year ended September 25, 2022, in conformity with accounting
principles generally accepted in the United States of America.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the
Company's internal control over financial reporting as of September 25, 2022, based on criteria established in Internal Control – Integrated
Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and our report dated
February 27, 2023, expressed an adverse opinion thereon.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on
the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the PCAOB and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or
fraud.
Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due
to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
We believe that our audit provides a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that
were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to
the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of
critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by
communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to
which they relate.
Valuation of indefinite-lived mastheads
As described in Notes 1 and 6 to the consolidated financial statements, the Company’s non-amortized intangible assets in mastheads are
$26.3 million as of September 25, 2022. The Company reviews the indefinite-lived mastheads for impairment on an annual basis or more
frequently if events or changes in circumstances indicate the assets might be impaired. The impairment test consists of comparing the fair
value
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of each masthead with its carrying amount. The Company determines fair value using the relief from royalty method, which utilizes a
discounted cash flow model to determine the fair value of each masthead. The significant assumptions used in the determination of the fair
value of indefinite-lived mastheads are the discount rate (weighted-average cost of capital) and royalty rates. During the year ended
September 25, 2022, the Company recognized impairments of $13.5 million on these indefinite-lived mastheads.
We identified the determination of the fair values of the indefinite-lived mastheads as a critical audit matter because of the significant
estimates and assumptions the Company makes to calculate their fair value, specifically the discount rate and royalty rates. Auditing the
significant assumptions involved a high degree of subjective auditor judgment due to their significant estimation uncertainty, including the
extent of specialized skills and knowledge needed.
The following are the primary procedures we performed to address this critical audit matter:
• Utilizing personnel with specialized skills and knowledge in valuation, who assisted in:
•
•
Evaluating the discount rate by developing an independent estimate using independently obtained market data of guideline
public companies and compared to the rate used by the Company; and
Evaluating the royalty rates by (i) evaluating management’s profit-split analysis and (ii) comparing them to a range based on
publicly available royalty rates.
Valuation of defined benefit pension plan assets and postretirement plan assets that do not have a readily determinable fair value
As described in Notes 1, 9, and 10 to the consolidated financial statements, the Company has certain defined benefit pension plan assets
and postretirement plan assets for which there is not a readily determinable fair value, and the Company applies a practical expedient to
exclude such assets from the fair value hierarchy. As described in Note 9 to the consolidated financial statements, the fair value of defined
benefit pension plan assets was $209.4 million at September 25, 2022, which included $34.8 million of assets excluded from the fair value
hierarchy. As described in Note 10 to the consolidated financial statements, the fair value of postretirement plan assets was $23.9 million at
September 25, 2022, which included $3.6 million of assets excluded from the fair value hierarchy. As described in Note 1 to the consolidated
financial statements, these plan assets include certain investments in equity funds and diversified funds valued at the net asset value of units
held at the end of the period based upon the value of the underlying investments, which is determined using multiple approaches including
quoted market prices and private market quotations.
We identified the valuation of plan assets that have no readily determinable fair value as a critical audit matter. The valuation of these plan
assets was complex due to the higher estimation uncertainty of the inputs in the determinations of the net asset value of units held at the end
of the reporting period. Auditing these elements involved subjective auditor judgment because certain information regarding the valuation of
these investments is based on unaudited information available to management at the time of the valuation, including the extent of specialized
skills and knowledge needed.
The following are the primary procedures we performed to address this critical audit matter:
• Utilizing personnel with specialized skills and knowledge in valuation, who assisted in:
• Obtaining the latest audited financial statements for certain investments, performing a roll forward of the investment balance
to compute an estimated market return on investment, and comparing the market return to relevant benchmarks of various
public funds.
Yield curve utilized in determining the discount rates used in measurement of certain defined benefit pension and postretirement
benefit obligations
As described in Notes 1 and 9 to the consolidated financial statements, the Company’s defined benefit pension obligations were $208.8
million, compared to the fair value of defined benefit pension plan assets of $209.4
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million at September 25, 2022. As described in Notes 1 and 10 to the consolidated financial statements, the Company’s postretirement
benefit obligations were $12.3 million, compared to the fair value of postretirement plan assets of $23.9 million at September 25, 2022. As
described in Note 1 to the consolidated financial statements, the Company updates the assumptions used to measure the benefit obligations,
including discount rates, at the month-end closest to the fiscal year-end. The Company determines the discount rates used to measure the
obligations 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.
We identified the yield curve utilized in the determination of the discount rate assumptions, which are utilized in the measurement of certain
of the defined benefit pension and postretirement benefit obligations, as a critical audit matter. The discount rates have a significant effect on
the measurement of certain of the defined benefit pension and postretirement benefit obligations. Auditing the yield curve utilized in the
determination of the discount rates was complex because it involved especially subjective auditor judgment, including the extent of
specialized skills and knowledge needed.
The following are the primary procedures we performed to address this critical audit matter:
• Utilizing personnel with specialized skills and knowledge in actuarial valuation, who assisted in:
•
Evaluating the reasonableness of the selected yield curve used to determine the discount rates applied in measuring certain
of the defined benefit pension and postretirement benefit obligations, which included comparing the discount rates based on
the yield curve used by the Company to independent estimates of discount rates based on a separate publicly available yield
curve.
/s/ BDO USA, LLP
We have served as the Company's auditor since 2021.
Chicago, Illinois
February 27, 2023
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Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
Lee Enterprises, Incorporated:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheet of Lee Enterprises, Incorporated and subsidiaries (the Company) as of
September 26, 2021, the related consolidated statements of income (loss) and comprehensive income (loss), stockholders’ equity (deficit),
and cash flows for each of the 52-week periods ended September 26, 2021 and September 27, 2020, and the related notes (collectively, the
consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial
position of the Company as of September 26, 2021, and the results of its operations and its cash flows for the 52-week periods ended
September 26, 2021 and September 27, 2020, in conformity with U.S. generally accepted accounting principles.
Change in Accounting Principle
As discussed in Note 1 to the consolidated financial statements, the Company has changed its method of accounting for credit losses on
financial instruments as of September 28, 2020, due to the adoption of Accounting Standard Codification Topic 326, Financial Instruments –
Credit Losses.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on
these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting
Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.
federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or
fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements,
whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis,
evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting
principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial
statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ KPMG LLP
We served as the Company’s auditor from 2008 to 2021.
Chicago, Illinois
December 10, 2021 except for the immaterial corrections to prior period financial statements as described in Note 2, as to which the date is
February 27, 2023.
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EXHIBIT INDEX
Exhibits marked with an asterisk (*) are incorporated by reference to documents previously filed by us with the SEC, as indicated. Exhibits
marked with a plus (+) are management contracts or compensatory plan contracts or arrangements filed pursuant to Item 601(b)(10)(iii)(A) of
Regulation S-K. All other documents listed are filed with this Annual Report on Form 10-K.
Number
Description
3.1 *
3.2 *
4.1 *
4.2 *
4.3 *
4.4 *
10.1 *
10.2 *
10.3 *
10.4 *
10.5 *
10.6 *
Amended and Restated Certificate of Incorporation of Lee Enterprises, Incorporated effective as of January 30, 2012 (Exhibit
3.1 to Form 8-K filed on February 3, 2012)
Second Amended and Restated By-Laws of Lee Enterprises, Incorporated effective as of June 26, 2019 (Exhibit 3.1 to Form
8-K filed June 27, 2019)
Form of Indenture of Lee Enterprises, Incorporated (Exhibit 4.3 to Form S-3 Registration Statement filed on February 10,
2020)
Warrant Agreement dated as of March 31, 2014 between Lee Enterprises, Incorporated and Equiniti Trust Company
(formerly Wells Fargo Bank, National Association) (Exhibit 4.2 to Form 8-K filed on April 4, 2014)
Registration Rights Agreement dated as of March 31, 2014 among Lee Enterprises, Incorporated, Mudrick Capital
Management, LP, Hawkeye Capital Management, LLC, Cohanzick Management, LLC, Aristeia Capital, L.L.C., CVC Credit
Partners, LLC, Franklin Mutual Advisors, LLC and Wingspan Master Fund, LP (Exhibit 4.3 to Form 8-K filed on April 4, 2014)
Rights Agreement dated as of November 24, 2021, between Lee Enterprises, Incorporated and Equiniti Trust Company, as
Rights Agent (Exhibit 4.1 to Current Report on Form 8-K filed on November 24, 2021)
Asset and Stock Purchase Agreement dated January 29, 2020 by and among Lee Enterprises, Incorporated, Berkshire
Hathaway Inc. and BH Media Group, Inc. (Exhibit 10.1 to Form 8-K filed on January 29, 2020)
Credit Agreement dated January 29, 2020 by and between Lee Enterprises, Incorporated and BH Finance LLC (Exhibit 10.2
to Form 8-K filed on January 29, 2020)
Form of Lease Agreement by and between Lee Enterprises, Incorporated and BH Media Group, Inc. (Exhibit 10.3 to Form 8-
K filed on January 29, 2020)
Operating Agreement of St. Louis Post-Dispatch LLC, dated as of May 1, 2000, as amended by Amendment No. 1 to
Operating Agreement of St. Louis Post-Dispatch LLC, dated as of June 1, 2001 (Exhibit 10.5 to Form 10-Q for the Fiscal
Quarter Ended June 30, 2005)
Amendment Number Two to Operating Agreement of St. Louis Post-Dispatch LLC, effective February 18, 2009, between
Pulitzer Inc. and Pulitzer Technologies, Inc. (Exhibit 10.13 to Form 10-Q for the Fiscal Quarter Ended March 29, 2009)
Amended and Restated Joint Operating Agreement, dated December 22, 1988, between Star Publishing Company and
Citizen Publishing Company (Exhibit 10.2 to Form 10-Q for the Fiscal Quarter Ended June 30, 2005)
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Number
10.7 *
10.8 *
10.9 *
10.10 *
10.11 *
10.12 *
10.13.1+ *
Amended and Restated Partnership Agreement, dated as of November 30, 2009, between Star Publishing Company and
Citizen Publishing Company (Exhibit 10.2 to Form 10-Q for the Fiscal Quarter Ended December 27, 2009)
Description
Amended and Restated Management Agreement, dated as of November 30, 2009, between Star Publishing Company and
Citizen Publishing Company (Exhibit 10.1 to Form 10-Q for the Fiscal Quarter Ended December 27, 2009)
License Agreement (Star), as amended and restated November 30, 2009, between Star Publishing Company and TNI
Partners (Exhibit 10.3 to Form 10-Q for the Fiscal Quarter Ended December 27, 2009)
License Agreement (Citizen), as amended and restated November 30, 2009, between Citizen Publishing Company and TNI
Partners (Exhibit 10.4 to Form 10-Q for the Fiscal Quarter Ended December 27, 2009)
License Agreement, dated as of May 1, 2000, by and between Pulitzer Inc. and St. Louis Post-Dispatch LLC (Exhibit 10.7 to
Form 10-Q for the Fiscal Quarter Ended June 30, 2005)
Non-Confidentiality Agreement, dated as of May 1, 2000 (Exhibit 10.10 to Form 10-Q for the Fiscal Quarter Ended June 30,
2005)
Lee Enterprises, Incorporated 2020 Long-Term Incentive Plan (effective February 19, 2020) (Exhibit 4.2 to Registration
Statement on Form S-8 (Reference No. 333-237605) filed on April 8, 2020)
10.13.2+*
Form of Restricted Stock Agreement related to Lee Enterprises, Incorporated 2020 Long-Term Incentive Plan (Effective
February 19, 2020) (Exhibit 10.2 to Form 8-K filed on February 23, 2016)
10.13.3+ *
Form of Incentive Stock Option Agreement related to Lee Enterprises, Incorporated 2020 Long-Term Incentive Plan
(Effective February 19, 2020) (Exhibit 10.3 to Form 8-K filed on February 23, 2016)
10.13.4+ *
Form of Non-Qualified Stock Option Agreement related to Lee Enterprises, Incorporated 2020 Long-Term Incentive Plan
(Effective February 19, 2020) (Exhibit 10.4 to Form 8-K filed on February 23, 2016)
10.14 +*
Lee Enterprises, Incorporated Supplementary Benefit Plan, Amended and Restated as of January 1, 2008 (Exhibit 10.25 to
Form 10-K for the Fiscal Year Ended September 28, 2008)
10.15+ *
Lee Enterprises, Incorporated Outside Directors Deferral Plan, Amended and Restated as of January 1, 2008 (Exhibit 10.26
to Form 10-K for the Fiscal Year Ended September 28, 2008)
10.16.1+*
Form of Amended and Restated Employment Agreement between Lee Enterprises, Incorporated and its President and Chief
Executive Officer (Exhibit 10.31.2 to Form 10-K for the Fiscal Year Ended September 30, 2018)
10.16.2+*
Form of Employment Agreement between Lee Enterprises, Incorporated and Certain of its Senior Executive Officers (Exhibit
10.31.3 to Form 10-K for the Fiscal Year Ended September 30, 2018)
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Number
10.17+*
10.18+*
21
23
23.1
24
31.1
31.2
32
Form of Indemnification Agreement for Lee Enterprises, Incorporated Directors and Executive Officers Group (Exhibit 10.32
to Form 10-K for the Fiscal Year Ended September 30, 2018)
Description
Lee Enterprises, Incorporated Amended and Restated Incentive Compensation Program (Effective February 22, 2017)
(Appendix B to Schedule 14A Definitive Proxy Statement for 2017)
Subsidiaries and associated companies
Consent of KPMG LLP, Independent Registered Public Accounting Firm
Consent of BDO USA, LLP, Independent Registered Public Accounting Firm
Power of Attorney
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
101.INS
Inline XBRL Instance Document (the Instance Document does not appear in the Interactive Data File because its XBRL tags
are embedded within the Inline XBRL document)
101.SCH
Inline XBRL Taxonomy Extension Schema Document
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual
Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized on the 27 day of February 2023.
th
LEE ENTERPRISES, INCORPORATED
/s/ Kevin D. Mowbray
Kevin D. Mowbray
President and Chief Executive Officer
(Principal Executive Officer)
/s/ Timothy R. Millage
Timothy R. Millage
Vice President, Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
101
Table of Contents
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf
of the Registrant and in their respective capacities on the 27 day of February 2023.
th
Signature
/s/ Steven C. Fletcher
Steven C. Fletcher
/s/ Margaret R. Liberman
Margaret R. Liberman
/s/ Mary E. Junck
Mary E. Junck
/s/ Brent M. Magid
Brent M. Magid
/s/ Shaun E. McAlmont
Shaun E. McAlmont
/s/ Herbert W. Moloney III
Herbert W. Moloney III
/s/ David T. Pearson
David T. Pearson
/s/ Gregory P. Schermer
Gregory P. Schermer
/s/ Kevin D. Mowbray
Kevin D. Mowbray
/s/ Timothy R. Millage
Timothy R. Millage
Director
Director
Director
Director
Director
Director
Director
Director
President and Chief Executive Officer, and Director
Vice President, Chief Financial Officer and Treasurer
102
LEE ENTERPRISES, INCORPORATED
AND SUBSIDIARIES
2022 OFFICERS AND DIRECTORS
LEE ENTERPRISES, INCORPORATED
Mary E. Junck
Kevin D. Mowbray
Timothy R. Millage
Joseph J. Battistoni
Nathan E. Bekke
Astrid Garcia
Michele Fennelly White
C. D. Waterman III
Cynthia Herndon
Josh Rinehults
Daniel Lemke
Steven C. Fletcher
Margaret R. Liberman
Brent M. Magid
Dr. Shaun McAlmont
Herbert W. Moloney III
David T. Pearson
Gregory P. Schermer
Chairman and Director (E) (SEC Filer)
President, Chief Executive Officer and Director (E) (SEC Filer)
Vice President, Chief Financial Officer and Treasurer (E) (SEC Filer)
Vice President – Local Advertising (A) (SEC Filer)
Operating Vice President; Vice President – Consumer Sales and Marketing (A) (SEC Filer)
Vice President – Human Resources and Legal, Chief Legal Officer (A) (SEC Filer)
Vice President – Information Technology and Chief Information Officer (A)
Secretary and General Counsel (E) (SEC Filer)
Vice President-Finance & Controller, Assistant Secretary and Assistant Treasurer (A)
Vice President-Financial Planning & Analysis (A)
Assistant Secretary and Assistant Treasurer (A)
Director (SEC Filer)
Director (SEC Filer)
Director (SEC Filer)
Director (SEC Filer)
Director (SEC Filer)
Director (SEC Filer)
Director (SEC Filer)
(A) - Appointed Officer
(E) - Elected Officer
(SEC Filer)
LEE PUBLICATIONS, INC.
Kevin D. Mowbray
Timothy R. Millage
C. D. Waterman III
Cynthia Herndon
Daniel Lemke
THE LEE FOUNDATION
Kevin D. Mowbray
Nathan E. Bekke
Timothy R. Millage
Astrid Garcia
President and Director
Vice President and Treasurer
Secretary and Director
Assistant Secretary and Assistant Treasurer
Assistant Treasurer
President and Director
Vice President and Director
Secretary, Treasurer and Director
Director
ACCUDATA, INC.
Nathan E. Bekke
Timothy R. Millage
C. D. Waterman III
Cynthia Herndon
President and Director
Vice President and Treasurer
Secretary and Director
Assistant Secretary and Assistant Treasurer
INN PARTNERS, L.C. (82.46%)
Accudata, Inc., Manager and Majority Member
LEE PROCUREMENT SOLUTIONS CO.
Timothy R. Millage
C. D. Waterman III
Cynthia Herndon
President, Treasurer and Director
Secretary and Director
Assistant Secretary and Assistant Treasurer
SIOUX CITY NEWSPAPERS, INC.
Kevin D. Mowbray
Timothy R. Millage
C. D. Waterman III
Cynthia Herndon
JOURNAL-STAR PRINTING CO.
Kevin D. Mowbray
Timothy R. Millage
C. D. Waterman III
Cynthia Herndon
LEE BHM CORP.
Kevin D. Mowbray
Nathan E. Bekke
Timothy R. Millage
C. D. Waterman III
Cynthia Herndon
Josh Rinehults
President and Director
Vice President and Treasurer
Secretary and Director
Assistant Secretary and Assistant Treasurer
President and Director
Vice President and Treasurer
Secretary and Director
Assistant Secretary and Assistant Treasurer
President and Director
Vice President
Vice President and Treasurer
Secretary and Director
Assistant Secretary and Assistant Treasurer
Assistant Secretary and Assistant Treasurer
LEE CONSOLIDATED HOLDINGS CO.
Kevin D. Mowbray
Timothy R. Millage
C. D. Waterman III
Cynthia Herndon
President and Director
Vice President and Treasurer
Secretary and Director
Assistant Secretary and Assistant Treasurer
MADISON NEWSPAPERS, INC. (50%)
Clayton Frink
Christopher T. White
Nancy Gage
Timothy R. Millage
John M. Humenik
James Lussier
Chairman and Director
President and Director
Secretary and Director
Treasurer and Director
Director
Director
FLAGSTAFF PUBLISHING CO.
Kevin D. Mowbray
Timothy R. Millage
C. D. Waterman III
Cynthia Herndon
HANFORD LIQUIDATION, INC.
Kevin D. Mowbray
Timothy R. Millage
C. D. Waterman III
Cynthia Herndon
NAPA VALLEY PUBLISHING CO.
Kevin D. Mowbray
Timothy R. Millage
C. D. Waterman III
Cynthia Herndon
PANTAGRAPH PUBLISHING CO.
Kevin D. Mowbray
Timothy R. Millage
C. D. Waterman III
Cynthia Herndon
PULITZER INC.
Kevin D. Mowbray
Astrid Garcia
C. D. Waterman III
Timothy R. Millage
Nathan E. Bekke
Cynthia Herndon
President and Director
Vice President and Treasurer
Secretary and Director
Assistant Secretary and Assistant Treasurer
President and Director
Vice President and Treasurer
Secretary and Director
Assistant Secretary and Assistant Treasurer
President and Director
Vice President and Treasurer
Secretary and Director
Assistant Secretary and Assistant Treasurer
President and Director
Vice President and Treasurer
Secretary and Director
Assistant Secretary and Assistant Treasurer
President and Director
Vice President and Director
Secretary and Director
Treasurer and Director
Director
Assistant Secretary and Assistant Treasurer
PULITZER MISSOURI NEWSPAPERS, INC.
Kevin D. Mowbray
Timothy R. Millage
C. D. Waterman III
Cynthia Herndon
President and Director
Vice President and Treasurer
Secretary and Director
Assistant Secretary and Assistant Treasurer
PULITZER NEWSPAPERS, INC.
Kevin D. Mowbray
Timothy R. Millage
C. D. Waterman III
Cynthia Herndon
PULITZER TECHNOLOGIES, INC.
Kevin D. Mowbray
Timothy R. Millage
C. D. Waterman III
Cynthia Herndon
SMT LIQUIDATION, INC.
Kevin D. Mowbray
Timothy R. Millage
C. D. Waterman III
Cynthia Herndon
President and Director
Vice President and Treasurer
Secretary and Director
Assistant Secretary and Assistant Treasurer
President and Director
Vice President and Treasurer
Secretary and Director
Assistant Secretary and Assistant Treasurer
President and Director
Vice President and Treasurer
Secretary and Director
Assistant Secretary and Assistant Treasurer
SOUTHWESTERN OREGON PUBLISHING CO.
Kevin D. Mowbray
Timothy R. Millage
C. D. Waterman III
Cynthia Herndon
President and Director
Vice President and Treasurer and Director
Secretary and Director
Assistant Secretary and Assistant Treasurer
STAR PUBLISHING COMPANY
Kevin D. Mowbray
Timothy R. Millage
C. D. Waterman III
Cynthia Herndon
THE BUFFALO NEWS, INC.
Kevin D. Mowbray
Timothy R. Millage
C. D. Waterman III
Cynthia Herndon
Josh Rinehults
President and Director
Vice President and Treasurer
Secretary and Director
Assistant Secretary and Assistant Treasurer
President and Director
Vice President and Treasurer
Secretary and Director
Assistant Secretary and Assistant Treasurer
Assistant Secretary and Assistant Treasurer
YNEZ CORPORATION
Kevin D. Mowbray
Timothy R. Millage
C. D. Waterman III
Cynthia Herndon
AMPLIFIED DIGITAL, LLC
Member: Pulitzer Inc.
President and Director
Vice President and Treasurer
Secretary and Director
Assistant Secretary and Assistant Treasurer
FAIRGROVE LLC
Managing Member: St. Louis Post-Dispatch LLC
PULITZER NETWORK SYSTEMS LLC
Member: Pulitzer Inc.
Managers and Officers:
Kevin D. Mowbray
C. D. Waterman III
Timothy R. Millage
ST. LOUIS POST-DISPATCH LLC
Managing Member: Pulitzer Inc.
Officers:
Ian Caso
John Grove
Don Hesse
C. D. Waterman III
Timothy R. Millage
President and Manager
Secretary and Manager
Treasurer and Manager
President
Vice President of Circulation
Vice President of Human Resources, Labor and Operations
Secretary
Treasurer
SUBURBAN JOURNALS OF GREATER ST. LOUIS LLC
Member: Pulitzer Inc.
Managers and Officers:
Kevin D. Mowbray
C. D. Waterman III
Timothy R. Millage
TNI PARTNERS (50%)
Kevin D. Mowbray
Nathan E. Bekke
Timothy R. Millage
Manager
Secretary and Manager
Treasurer and Manager
Director
Director
Director
ADMINISTRATION OF BENEFIT PLANS
LEE EMPLOYEES’ RETIREMENT ACCOUNT PLAN
Administrative Committee
Astrid Garcia
Timothy R. Millage
Mark P. Hall
Nathan E. Bekke
John M. Humenik
PENSION PLAN FOR EMPLOYEES OF SIOUX CITY NEWSPAPERS, INC. – LEE ENTERPRISES, INCORPORATED (Sole Sponsor)
Administrative/Advisory Committee
Astrid Garcia
Timothy R. Millage
Mark P. Hall
PULITZER INC. (“PULITZER”)
PULITZER EMPLOYEE BENEFITS TRUST (VEBA)
Astrid Garcia
Timothy R. Millage
Mark P. Hall
Investment Committee
Astrid Garcia
Timothy R. Millage
Mark P. Hall
LEE ENTERPRISES, INCORPORATED PENSION PLAN
Trustee: Wells Fargo Bank Minnesota, N.A.
Investment Committee
Astrid Garcia
Timothy R. Millage
Mark P. Hall
Cynthia Herndon
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the registration statements (No. 333-06435, No. 333-132768, and No. 333-237605) on Form
S-8 and (No. 333-236356) on Form S-3 of our report dated December 10, 2021, except for the immaterial corrections to prior period financial
statements as described in note 2, as to which the date is February 27, 2023, with respect to the consolidated financial statements of Lee
Enterprises, Incorporated and subsidiaries.
/s/ KPMG LLP
Chicago, Illinois
February 27, 2023
Consent of Independent Registered Public Accounting Firm
Lee Enterprises, Incorporated
Davenport, Iowa
We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 333-215651and No. 333-197450) and
Form S-8 (No. 333-06435, No. 333-132768, No. 333-218355 and No. 333-204985) of Lee Enterprises, Incorporated of our reports dated
February 27, 2023, relating to the consolidated financial statements, and the effectiveness of Lee Enterprises, Incorporated’s internal control
over financial reporting, which appear in this Form 10-K. Our report on the effectiveness of internal control over financial reporting expresses
an adverse opinion on the effectiveness of the Company’s internal control over financial reporting as of September 25, 2022.
/s/ BDO USA, LLP
Chicago, Illinois
February 27, 2023
POWER OF ATTORNEY
Exhibit 24
KNOW ALL MEN BY THESE PRESENTS that the undersigned directors of Lee Enterprises, Incorporated, a Delaware corporation
(the “Company”), hereby severally constitute and appoint each of Kevin D. Mowbray and Timothy R. Millage, and each of them, to be our true
and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for each of them and in their name, place and stead,
in any and all capacities, to sign the Company’s Annual Report on Form 10-K for the fiscal year ended September 25, 2022 (and any
amendments thereto); granting unto such attorneys-in-fact and agents full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully for all intents and purposes as each of them might or could do in person, hereby ratifying
and confirming all that such attorneys-in-fact and agents, or each of their substitute or substitutes, shall lawfully do or cause to be done by
virtue hereof.
Dated: February 27, 2023
/s/ Kevin D. Mowbray
Kevin D. Mowbray, President and Chief
(Principal Executive Officer)
Director
/s/ Steven C. Fletcher
Steven C. Fletcher
Director
/s/ Margaret R. Liberman
Margaret R. Liberman
Director
/s/ Shaun E. McAlmont
Shaun E. McAlmont
Director
/s/ David T. Pearson
David T. Pearson
Director
/s/ Timothy R. Millage
Timothy R. Millage, Vice President, Chief Executive Officer
(Principal Financial and Accounting Officer)
/s/ Mary E. Junck
Mary E. Junck
Director
/s/ Brent M. Magid
Brent M. Magid
Director
/s/ Herbert W. Moloney lll
Herbert W. Moloney III
Director
/s/ Gregory P. Schermer
Gregory P. Schermer
Director
Exhibit 31.1
I, Kevin D. Mowbray, certify that:
CERTIFICATION
1
2
3
4
I have reviewed this Annual report on Form 10-K ("Annual Report") of Lee Enterprises, Incorporated ("Registrant");
Based on my knowledge, this Annual Report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this Annual Report;
Based on my knowledge, the Consolidated Financial Statements, and other financial information included in this Annual
Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as
of, and for, the periods presented in this Annual Report;
The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
a)
b)
c)
d)
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the Registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period
in which this Annual Report is being prepared;
designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;
evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this
Annual Report our conclusions about the effectiveness of the disclosure controls and procedures as of the
end of the period covered by this Annual Report based on such evaluation; and
disclosed in this Annual Report any change in the Registrant's internal control over financial reporting that
occurred during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case
of an Annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's
internal control over financial reporting; and
5
The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the Registrant's auditors and the Audit Committee of Registrant's Board of Directors (or persons
performing the equivalent functions):
a)
b)
all significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process,
summarize and report financial information; and
any fraud, whether or not material, that involves management or other employees who have a significant
role in the Registrant's internal control over financial reporting.
Date: February 27, 2023
/s/ Kevin D. Mowbray
Kevin D. Mowbray
President and Chief Executive Officer
Exhibit 31.2
I, Timothy R. Millage, certify that:
CERTIFICATION
1
2
3
4
I have reviewed this Annual report on Form 10-K ("Annual Report") of Lee Enterprises, Incorporated ("Registrant");
Based on my knowledge, this Annual Report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this Annual Report;
Based on my knowledge, the Consolidated Financial Statements, and other financial information included in this Annual
Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as
of, and for, the periods presented in this Annual Report;
The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
a)
b)
c)
d)
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the Registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period
in which this Annual Report is being prepared;
designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;
evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this
Annual Report our conclusions about the effectiveness of the disclosure controls and procedures as of the
end of the period covered by this Annual Report based on such evaluation; and
disclosed in this Annual Report any change in the Registrant's internal control over financial reporting that
occurred during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case
of an Annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's
internal control over financial reporting; and
5
The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the Registrant's auditors and the Audit Committee of Registrant's Board of Directors (or persons
performing the equivalent functions):
a)
b)
all significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process,
summarize and report financial information; and
any fraud, whether or not material, that involves management or other employees who have a significant
role in the Registrant's internal control over financial reporting.
Date: February 27, 2023
/s/ Timothy R. Millage
Timothy R. Millage
Vice President, Chief Financial Officer and Treasurer
Exhibit 32
The following statement is being furnished to the Securities and Exchange Commission solely for purposes of Section 906 of the Sarbanes-
Oxley Act of 2002 (18 U.S.C. 1350), which carries with it certain criminal penalties in the event of a knowing or willful misrepresentation.
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Re: Lee Enterprises, Incorporated
Ladies and Gentlemen:
In accordance with the requirements of Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350), each of the undersigned hereby
certifies that to our knowledge:
(i)
(ii)
this Annual report on Form 10-K for the period ended September 25, 2022 ("Annual Report"), fully complies with the requirements of
section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
the information contained in this Annual Report fairly presents, in all material respects, the financial condition and results of
operations of Lee Enterprises, Incorporated for the periods presented in the Annual Report.
Date: February 27, 2023
/s/ Kevin D. Mowbray
Kevin D. Mowbray
/s/ Timothy R. Millage
Timothy R. Millage
President and Chief Executive Officer
Vice President, Chief Financial Officer and Treasurer
A signed original of this written statement required by Section 906 has been provided to Lee Enterprises, Incorporated and will be retained by
Lee Enterprises, Incorporated and furnished to the Securities and Exchange Commission upon request.