Delaware | 42-0823980 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
Large accelerated filer | [ ] | Accelerated filer | [X] | |
Non-accelerated filer | [ ] (Do not check if a smaller reporting company) | Smaller reporting company | [ ] |
Table Of Contents | PAGE | |||
FORWARD LOOKING STATEMENTS | ||||
PART I | FINANCIAL INFORMATION | |||
Item 1. | Financial Statements (Unaudited) | |||
Consolidated Balance Sheets - December 25, 2016 and September 25, 2016 | ||||
Consolidated Statements of Operations and Comprehensive Operations - 13 weeks ended December 25, 2016 and December 27, 2015 | ||||
Consolidated Statements of Cash Flows - 13 weeks ended December 25, 2016 and December 27, 2015 | ||||
Notes to Consolidated Financial Statements | ||||
Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations | |||
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | |||
Item 4. | Controls and Procedures | |||
PART II | OTHER INFORMATION | |||
Item 1. | Legal Proceedings | |||
Item 6. | Exhibits | |||
SIGNATURES |
(Thousands of Dollars) | December 25 2016 | September 25 2016 | ||
ASSETS | ||||
Current assets: | ||||
Cash and cash equivalents | 20,100 | 16,984 | ||
Accounts receivable, net | 56,871 | 51,334 | ||
Inventories | 4,709 | 4,252 | ||
Other | 4,439 | 4,683 | ||
Total current assets | 86,119 | 77,253 | ||
Investments: | ||||
Associated companies | 30,172 | 29,716 | ||
Other | 10,309 | 9,488 | ||
Total investments | 40,481 | 39,204 | ||
Property and equipment: | ||||
Land and improvements | 20,973 | 21,028 | ||
Buildings and improvements | 173,555 | 174,164 | ||
Equipment | 279,139 | 279,770 | ||
Construction in process | 1,316 | 823 | ||
474,983 | 475,785 | |||
Less accumulated depreciation | 349,890 | 347,223 | ||
Property and equipment, net | 125,093 | 128,562 | ||
Goodwill | 243,729 | 243,729 | ||
Other intangible assets, net | 152,075 | 158,354 | ||
Medical plan assets, net | 14,439 | 14,063 | ||
Other | 1,637 | 1,690 | ||
Total assets | 663,573 | 662,855 |
(Thousands of Dollars and Shares, Except Per Share Data) | December 25 2016 | September 25 2016 | ||
LIABILITIES AND EQUITY | ||||
Current liabilities: | ||||
Current maturities of long-term debt | 25,000 | 25,070 | ||
Accounts payable | 16,840 | 18,143 | ||
Compensation and other accrued liabilities | 19,368 | 23,884 | ||
Accrued interest | 11,797 | 2,895 | ||
Income taxes payable | 657 | 665 | ||
Unearned revenue | 27,866 | 28,361 | ||
Total current liabilities | 101,528 | 99,018 | ||
Long-term debt, net of current maturities | 549,044 | 565,826 | ||
Pension obligations | 54,531 | 55,148 | ||
Postretirement and postemployment benefit obligations | 10,704 | 10,717 | ||
Deferred income taxes | 43,766 | 38,308 | ||
Income taxes payable | 5,500 | 5,016 | ||
Warrants and other | 13,608 | 16,363 | ||
Total liabilities | 778,681 | 790,396 | ||
Equity (deficit): | ||||
Stockholders' equity (deficit): | ||||
Serial convertible preferred stock, no par value; authorized 500 shares; none issued | — | — | ||
Common Stock, $0.01 par value; authorized 120,000 shares; issued and outstanding: | 566 | 558 | ||
December 25, 2016: 56,574 shares; | ||||
September 25, 2016: 55,771 shares | ||||
Class B Common Stock, $2 par value; authorized 30,000 shares; none issued | — | — | ||
Additional paid-in capital | 249,928 | 249,740 | ||
Accumulated deficit | (343,832 | ) | (356,005 | ) |
Accumulated other comprehensive loss | (22,724 | ) | (22,778 | ) |
Total stockholders' deficit | (116,062 | ) | (128,485 | ) |
Non-controlling interests | 954 | 944 | ||
Total deficit | (115,108 | ) | (127,541 | ) |
Total liabilities and deficit | 663,573 | 662,855 |
13 Weeks Ended | ||||
(Thousands of Dollars, Except Per Common Share Data) | December 25 2016 | December 27 2015 | ||
Operating revenue: | ||||
Advertising and marketing services | 93,035 | 105,637 | ||
Subscription | 48,888 | 50,430 | ||
Other | 12,066 | 12,338 | ||
Total operating revenue | 153,989 | 168,405 | ||
Operating expenses: | ||||
Compensation | 55,056 | 58,665 | ||
Newsprint and ink | 6,893 | 6,685 | ||
Other operating expenses | 52,777 | 58,869 | ||
Depreciation | 4,071 | 4,327 | ||
Amortization of intangible assets | 6,309 | 6,616 | ||
Loss (gain) on sales of assets, net | 68 | (971 | ) | |
Workforce adjustments | 65 | 604 | ||
Total operating expenses | 125,239 | 134,795 | ||
Equity in earnings of associated companies | 2,689 | 2,799 | ||
Operating income | 31,439 | 36,409 | ||
Non-operating income (expense): | ||||
Financial income | 75 | 76 | ||
Interest expense | (14,952 | ) | (17,142 | ) |
Debt financing and administrative costs | (951 | ) | (1,333 | ) |
Other, net | 3,095 | 645 | ||
Total non-operating expense, net | (12,733 | ) | (17,754 | ) |
Income before income taxes | 18,706 | 18,655 | ||
Income tax expense | 6,266 | 7,147 | ||
Net income | 12,440 | 11,508 | ||
Net income attributable to non-controlling interests | (267 | ) | (271 | ) |
Income attributable to Lee Enterprises, Incorporated | 12,173 | 11,237 | ||
Other comprehensive income (loss), net of income taxes | 55 | (43 | ) | |
Comprehensive income attributable to Lee Enterprises, Incorporated | 12,228 | 11,194 | ||
Earnings per common share: | ||||
Basic: | 0.23 | 0.21 | ||
Diluted: | 0.22 | 0.21 |
13 Weeks Ended | ||||
(Thousands of Dollars) | December 25 2016 | December 27 2015 | ||
Cash provided by operating activities: | ||||
Net income | 12,440 | 11,508 | ||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||
Depreciation and amortization | 10,380 | 10,943 | ||
Net (gain) loss on sales of assets | 68 | (971 | ) | |
Stock compensation expense | 524 | 570 | ||
Distributions greater than earnings of MNI | 114 | 567 | ||
Deferred income tax expense | 5,420 | 6,572 | ||
Debt financing and administrative costs | 951 | 1,333 | ||
Gain on extinguishment of debt | — | (525 | ) | |
Pension contributions | — | (744 | ) | |
Changes in operating assets and liabilities: | ||||
Increase in receivables | (5,537 | ) | (7,681 | ) |
Increase in inventories and other | (212 | ) | (291 | ) |
Increase in accounts payable, compensation and other accrued liabilities and unearned revenue | 2,553 | 162 | ||
Decrease in pension, postretirement and postemployment benefit obligations | (913 | ) | (1,565 | ) |
Change in income taxes receivable or payable | 476 | 588 | ||
Other, net | (3,376 | ) | 603 | |
Net cash provided by operating activities | 22,888 | 21,069 | ||
Cash provided by (required for) investing activities: | ||||
Purchases of property and equipment | (1,090 | ) | (1,470 | ) |
Proceeds from sales of assets | 450 | 2,614 | ||
Distributions greater than earnings of TNI | (570 | ) | (137 | ) |
Other, net | (488 | ) | — | |
Net cash provided by (required for) investing activities | (1,698 | ) | 1,007 | |
Cash provided by (required for) financing activities: | ||||
Proceeds from long-term debt | — | 5,000 | ||
Payments on long-term debt | (17,750 | ) | (26,351 | ) |
Debt financing costs paid | — | (44 | ) | |
Common stock transactions, net | (324 | ) | (2 | ) |
Net cash required for financing activities | (18,074 | ) | (21,397 | ) |
Net increase in cash and cash equivalents | 3,116 | 679 | ||
Cash and cash equivalents: | ||||
Beginning of period | 16,984 | 11,134 | ||
End of period | 20,100 | 11,813 |
1 | BASIS OF PRESENTATION |
13 Weeks Ended | ||||
(Thousands of Dollars) | December 25 2016 | December 27 2015 | ||
Operating revenue | 13,314 | 14,782 | ||
Operating expenses | 9,999 | 11,341 | ||
Operating income | 3,315 | 3,441 | ||
Company's 50% share of operating income | 1,658 | 1,721 | ||
Less amortization of intangible assets | 105 | 105 | ||
Equity in earnings of TNI | 1,553 | 1,616 |
13 Weeks Ended | ||||
(Thousands of Dollars) | December 25 2016 | December 27 2015 | ||
Operating revenue | 17,042 | 17,789 | ||
Operating expenses, excluding workforce adjustments, depreciation and amortization | 13,405 | 13,612 | ||
Depreciation and amortization | 349 | 410 | ||
Operating income | 3,288 | 3,767 | ||
Net income | 2,272 | 2,358 | ||
Equity in earnings of MNI | 1,136 | 1,183 |
3 | GOODWILL AND OTHER INTANGIBLE ASSETS |
13 Weeks Ended | ||
(Thousands of Dollars) | December 25 2016 | |
Goodwill, gross amount | 1,532,458 | |
Accumulated impairment losses | (1,288,729 | ) |
Goodwill, beginning of period | 243,729 | |
Goodwill, end of period | 243,729 |
(Thousands of Dollars) | December 25 2016 | September 25 2016 | ||
Nonamortized intangible assets: | ||||
Mastheads | 23,644 | 23,644 | ||
Amortizable intangible assets: | ||||
Customer and newspaper subscriber lists | 687,212 | 687,182 | ||
Less accumulated amortization | 558,781 | 552,472 | ||
128,431 | 134,710 | |||
Noncompete and consulting agreements | 28,524 | 28,524 | ||
Less accumulated amortization | 28,524 | 28,524 | ||
— | — | |||
Other intangible assets, net | 152,075 | 158,354 |
4 | DEBT |
• | $400,000,000 aggregate principal amount of 9.5% Senior Secured Notes (the “Notes”), pursuant to an Indenture dated as of March 31, 2014 (the “Indenture”). |
• | $250,000,000 first lien term loan (the "1st Lien Term Loan") and $40,000,000 revolving facility (the "Revolving Facility") under a First Lien Credit Agreement dated as of March 31, 2014 (together the “1st Lien Credit Facility”). |
• | $150,000,000 second lien term loan under a Second Lien Loan Agreement dated as of March 31, 2014 (the “2nd Lien Term Loan”). |
Interest Rates (%) | |||||
(Thousands of Dollars) | December 25 2016 | September 26 2016 | December 25 2016 | ||
Revolving Facility | — | — | 5.65 | ||
1st Lien Term Loan | 83,984 | 101,304 | 7.25 | ||
Notes | 385,000 | 385,000 | 9.50 | ||
2nd Lien Term Loan | 130,433 | 130,863 | 12.00 | ||
599,417 | 617,167 | ||||
Unamortized debt issue costs | (25,373 | ) | (26,271 | ) | |
Less current maturities of long-term debt | 25,000 | 25,070 | |||
Total long-term debt | 549,044 | 565,826 |
Period Beginning | Percentage of Principal Amount |
March 15, 2018 | 104.75 |
March 15, 2019 | 102.38 |
March 15, 2020 | 100.00 |
13 Weeks Ended | 13 Weeks Ending | |||||||
(Thousands of Dollars) | December 25 2016 | March 26 2017 | June 25 2017 | September 24 2017 | ||||
Mandatory | 6,250 | 6,250 | 6,250 | 6,250 | ||||
Voluntary | 11,000 | — | — | — | ||||
Excess cash flow payment | 70 | — | — | — | ||||
17,320 | 6,250 | 6,250 | 6,250 |
For the Period Ending (Thousands of Dollars) | Pulitzer Excess Cash Flow | Payment Date | Payment Amount (not rejected) | |
December 27, 2015 | 2,864 | Q2 2016 | 1,867 | |
March 27, 2016 | 2,730 | Q3 2016 | 525 | |
June 26, 2016 | 1,583 | Q4 2016 | 299 | |
September 25, 2016 | — | Q1 2017 | — |
Period Beginning | Percentage of Principal Amount |
March 31, 2014 | 112 |
March 31, 2017 | 106 |
March 31, 2018 | 103 |
March 31, 2019 | 100 |
5 | PENSION, POSTRETIREMENT AND POSTEMPLOYMENT DEFINED BENEFIT PLANS |
PENSION PLANS | 13 Weeks Ended | |||
(Thousands of Dollars) | December 25 2016 | December 27 2015 | ||
Service cost for benefits earned during the period | 21 | 49 | ||
Interest cost on projected benefit obligation | 1,349 | 1,515 | ||
Expected return on plan assets | (1,969 | ) | (2,174 | ) |
Amortization of net loss | 736 | 599 | ||
Amortization of prior service benefit | (34 | ) | (34 | ) |
Pension expense (benefit) | 103 | (45 | ) | |
POSTRETIREMENT MEDICAL PLANS | 13 Weeks Ended | |||
(Thousands of Dollars) | December 25 2016 | December 27 2015 | ||
Service cost for benefits earned during the period | 3 | 16 | ||
Interest cost on projected benefit obligation | 122 | 156 | ||
Expected return on plan assets | (264 | ) | (331 | ) |
Amortization of net gain | (237 | ) | (273 | ) |
Amortization of prior service benefit | (365 | ) | (365 | ) |
Postretirement medical benefit | (741 | ) | (797 | ) |
6 | INCOME TAXES |
7 | EARNINGS PER COMMON SHARE |
13 Weeks Ended | ||||
(Thousands of Dollars and Shares, Except Per Share Data) | December 25 2016 | December 27 2015 | ||
Income attributable to Lee Enterprises, Incorporated: | 12,173 | 11,237 | ||
Weighted average common shares | 55,935 | 54,856 | ||
Less weighted average restricted Common Stock | (2,407 | ) | (1,716 | ) |
Basic average common shares | 53,528 | 53,140 | ||
Dilutive stock options and restricted Common Stock | 1,873 | 718 | ||
Diluted average common shares | 55,401 | 53,858 | ||
Earnings per common share: | ||||
Basic | 0.23 | 0.21 | ||
Diluted | 0.22 | 0.21 |
8 | STOCK OWNERSHIP PLANS |
(Thousands of Dollars and Shares, Except Per Share Data) | Shares | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term (Years) | Aggregate Intrinsic Value | |||
Outstanding, September 25, 2016 | 1,698 | 2.42 | |||||
Exercised | (214 | ) | 1.52 | ||||
Cancelled | (42 | ) | 26.85 | ||||
Outstanding, December 25, 2016 | 1,442 | 1.85 | 4.4 | 1,522 | |||
Exercisable, December 25, 2016 | 1,442 | 1.85 | 4.4 | 1,522 |
(Thousands of Shares, Except Per Share Data) | Shares | Weighted Average Grant Date Fair Value | ||
Outstanding, September 27, 2016 | 2,462 | 2.74 | ||
Vested | (707 | ) | 3.61 | |
Granted | 812 | 3.35 | ||
Cancelled | (2 | ) | 1.53 | |
Outstanding, December 25, 2016 | 2,565 | 2.70 |
9 | FAIR VALUE MEASUREMENTS |
10 | COMMITMENTS AND CONTINGENT LIABILITIES |
13 Weeks Ended | ||||
(Thousands of Dollars) | December 25 2016 | December 27 2015 | ||
Net Income | 12,440 | 11,508 | ||
Adjusted to exclude | ||||
Income tax expense | 6,266 | 7,147 | ||
Non-operating expenses, net | 12,733 | 17,754 | ||
Equity in earnings of TNI and MNI | (2,689 | ) | (2,799 | ) |
Loss (gain) on sale of assets, net | 68 | (971 | ) | |
Depreciation and amortization | 10,380 | 10,943 | ||
Workforce adjustments | 65 | 604 | ||
Stock compensation | 524 | 570 | ||
Add: | ||||
Ownership share of TNI and MNI EBITDA (50%) | 3,476 | 3,809 | ||
Adjusted EBITDA | 43,263 | 48,565 |
• | 46 daily and 34 Sunday newspapers with print and digital subscribers totaling 0.9 million and 1.2 million, respectively, for the 13 weeks ended December 25, 2016. We estimate that almost three million people read our printed daily newspapers each day; and |
• | Nearly 300 weekly newspapers and classified and niche publications. |
• | $400,000,000 aggregate principal amount of 9.5% Senior Secured Notes (the “Notes”), pursuant to an Indenture dated as of March 31, 2014 (the “Indenture”), of which $385,000,000 is outstanding at December 25, 2016 ; |
• | $250,000,000 first lien term loan (the "1st Lien Term Loan") and $40,000,000 revolving facility (the "Revolving Facility") under a First Lien Credit Agreement dated as of March 31, 2014 (together, the “1st Lien Credit Facility”), of which $83,984,000 is outstanding at December 25, 2016; and |
• | $150,000,000 second lien term loan under a Second Lien Loan Agreement dated as of March 31, 2014 (the “ 2nd Lien Term Loan”), of which $130,433,000 is outstanding at December 25, 2016. |
13 Weeks Ended | ||||||||
(Thousands of Dollars, Except Per Share Data) | December 25 2016 | December 27 2015 | Percent Change | Same Property | ||||
Advertising and marketing services revenue: | ||||||||
Retail | 61,905 | 69,787 | (11.3 | ) | (9.4 | ) | ||
Classified | 22,204 | 26,016 | (14.7 | ) | (13.7 | ) | ||
National | 6,300 | 6,888 | (8.5 | ) | (7.4 | ) | ||
Niche publications and other | 2,626 | 2,946 | (10.9 | ) | (10.8 | ) | ||
Total advertising and marketing services revenue | 93,035 | 105,637 | (11.9 | ) | (10.4 | ) | ||
Subscription | 48,888 | 50,430 | (3.1 | ) | (1.9 | ) | ||
Digital services | 3,474 | 3,316 | 4.8 | 4.8 | ||||
Commercial printing | 2,774 | 3,226 | (14.0 | ) | (13.1 | ) | ||
Other | 5,818 | 5,796 | 0.4 | 0.5 | ||||
Total operating revenue | 153,989 | 168,405 | (8.6 | ) | (7.2 | ) | ||
Operating expenses: | ||||||||
Compensation | 55,056 | 58,665 | (6.2 | ) | (5.1 | ) | ||
Newsprint and ink | 6,893 | 6,685 | 3.1 | 3.1 | ||||
Other operating expenses | 52,777 | 58,869 | (10.3 | ) | (8.1 | ) | ||
Workforce adjustments | 65 | 604 | (89.2 | ) | (89.2 | ) | ||
Cash costs | 114,791 | 124,823 | (8.0 | ) | (6.4 | ) | ||
39,198 | 43,582 | (10.1 | ) | |||||
Depreciation and amortization | 10,380 | 10,943 | (5.1 | ) | ||||
Loss (gain) on sales of assets, net | 68 | (971 | ) | NM | ||||
Equity in earnings of associated companies | 2,689 | 2,799 | (3.9 | ) | ||||
Operating income | 31,439 | 36,409 | (13.7 | ) | ||||
Non-operating income (expense), net | (12,733 | ) | (17,754 | ) | (28.3 | ) | ||
Income before income taxes | 18,706 | 18,655 | 0.3 | |||||
Income tax expense | 6,266 | 7,147 | (12.3 | ) | ||||
Net income | 12,440 | 11,508 | 8.1 | |||||
Net income attributable to non-controlling interests | (267 | ) | (271 | ) | (1.5 | ) | ||
Income attributable to Lee Enterprises, Incorporated | 12,173 | 11,237 | 8.3 | |||||
Other comprehensive income (loss), net of income taxes | 55 | (43 | ) | NM | ||||
Comprehensive income attributable to Lee Enterprises, Incorporated | 12,228 | 11,194 | 9.2 | |||||
Earnings per common share: | ||||||||
Basic | 0.23 | 0.21 | 9.5 | |||||
Diluted | 0.22 | 0.21 | 4.8 |
13 Weeks Ended | ||||||||
December 25 2016 | December 27 2015 | |||||||
(Thousands of Dollars, Except Per Share Data) | Amount | Per Share | Amount | Per Share | ||||
Income attributable to Lee Enterprises, Incorporated, as reported | 12,173 | 0.22 | 11,237 | 0.21 | ||||
Adjustments: | ||||||||
Warrants fair value adjustment | (3,095 | ) | (73 | ) | ||||
(3,095 | ) | (0.06 | ) | (73 | ) | — | ||
Income attributable to Lee Enterprises, Incorporated, as adjusted | 9,078 | 0.16 | 11,164 | 0.21 |
Number | Description | |
31.1 | Rule 13a-14(a)/15d-14(a) certification | |
31.2 | Rule 13a-14(a)/15d-14(a) certification | |
32 | Section 1350 certification |
LEE ENTERPRISES, INCORPORATED | ||
/s/ Ronald A. Mayo | February 3, 2017 | |
Ronald A. Mayo | ||
Vice President, Chief Financial Officer and Treasurer | ||
(Principal Financial and Accounting Officer) |
1 | I have reviewed this Quarterly report on Form 10-Q ("Quarterly Report") of Lee Enterprises, Incorporated ("Registrant"); | ||
2 | Based on my knowledge, this Quarterly 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 Quarterly Report; | ||
3 | Based on my knowledge, the Consolidated Financial Statements, and other financial information included in this Quarterly 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 Quarterly Report; | ||
4 | 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) | 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 Quarterly Report is being prepared; | ||
b) | 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; | ||
c) | evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this Quarterly Report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this Quarterly Report based on such evaluation; and | ||
d) | disclosed in this Quarterly 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) | 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 | ||
b) | 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. |
/s/ Kevin D. Mowbray | |
Kevin D. Mowbray | |
President and Chief Executive Officer |
1 | I have reviewed this Quarterly report on Form 10-Q ("Quarterly Report") of Lee Enterprises, Incorporated ("Registrant"); | ||
2 | Based on my knowledge, this Quarterly 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 Quarterly Report; | ||
3 | Based on my knowledge, the Consolidated Financial Statements, and other financial information included in this Quarterly 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 Quarterly Report; | ||
4 | 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) | 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 Quarterly Report is being prepared; | ||
b) | 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; | ||
c) | evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this Quarterly Report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this Quarterly Report based on such evaluation; and | ||
d) | disclosed in this Quarterly 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) | 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 | ||
b) | 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. |
/s/ Ronald A. Mayo | |
Ronald A. Mayo | |
Vice President, Chief Financial Officer and Treasurer |
(i) | this Quarterly report on Form 10-Q for the period ended December 25, 2016 ("Quarterly 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 | |
(ii) | the information contained in this Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of Lee Enterprises, Incorporated for the periods presented in the Quarterly Report. |
/s/ Kevin D. Mowbray | /s/ Ronald A. Mayo | |
Kevin D. Mowbray | Ronald A. Mayo | |
President and Chief Executive Officer | Vice President, Chief Financial Officer | |
and Treasurer |
Document and Entity Information Document - USD ($) |
3 Months Ended | ||
---|---|---|---|
Dec. 25, 2016 |
Jan. 31, 2017 |
Mar. 27, 2016 |
|
Entity Information [Line Items] | |||
Entity Registrant Name | Lee Enterprises, Inc. | ||
Entity Central Index Key | 0000058361 | ||
Current Fiscal Year End Date | --09-24 | ||
Entity Filer Category | Accelerated Filer | ||
Document Type | 10-Q | ||
Document Period End Date | Dec. 25, 2016 | ||
Document Fiscal Year Focus | 2017 | ||
Document Fiscal Period Focus | Q1 | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding | 56,580,750 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 93,233,000 |
Consolidated Balance Sheet Parentheticals (Parentheticals) - $ / shares |
Dec. 25, 2016 |
Sep. 25, 2016 |
---|---|---|
Preferred Stock, Par or Stated Value Per Share | $ 0 | $ 0 |
Preferred Stock, Shares Authorized | 500,000 | 500,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Common Class A [Member] | ||
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Common Stock, Shares Authorized | 120,000,000 | 120,000,000 |
Common Stock, Shares, Issued | 56,574,000 | 55,771,000 |
Common Class B [Member] | ||
Common Stock, Par or Stated Value Per Share | $ 2.00 | $ 2.00 |
Common Stock, Shares Authorized | 30,000,000 | 30,000,000 |
Common Stock, Shares, Issued | 0 | 0 |
Basis of Presentation |
3 Months Ended |
---|---|
Dec. 25, 2016 | |
Basis of Presentation [Abstract] | |
Organization Consolidation and Presentation of Financial Statements Disclosure [Text Block] | BASIS OF PRESENTATION The accompanying unaudited, interim, Consolidated Financial Statements included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission for quarterly reports. In the opinion of management, these financial statements contain all adjustments (consisting of only normal recurring items) necessary to present fairly the financial position of Lee Enterprises, Incorporated and subsidiaries (the “Company”) as of December 25, 2016 and their results of operations and cash flows for the periods presented. The Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and Notes thereto included in the Company's 2016 Annual Report on Form 10-K. Because of seasonal and other factors, the results of operations for the 13 weeks ended December 25, 2016 are not necessarily indicative of the results to be expected for the full year. References to “we”, “our”, “us” and the like throughout the Consolidated Financial Statements refer to the Company. References to “2017”, “2016” and the like refer to the fiscal years ended the last Sunday in September. 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 Partners (“TNI”), 50% interest in Madison Newspapers, Inc. (“MNI”) and 82.5% interest in TownNews.com. 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 intangible assets. In August 2014, the Financial Accounting Standards Board ("FASB") issued a new going concern standard. The new standard provides guidance on how management evaluates and discloses the Company's ability to continue as a going concern for a look-forward period of one year from the financial statement issuance date. We adopted the new standard in 2017, as required. The adoption of this standard did not impact our Consolidated Financial Statements, taken as a whole. |
Investments in Associated Companies |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 25, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Investments In Associated Companies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Equity Method Investments Disclosure [Text Block] | 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 income and pays substantially all operating expenses incident to the partnership's operations and publication of the newspapers and other media. Income or loss of TNI (before income taxes) is allocated equally to Star Publishing and Citizen. Summarized results of TNI are as follows:
TNI makes weekly distributions of its earnings and for the 13 weeks ended December 25, 2016 and December 27, 2015 we received $983,000 and $1,479,000 in distributions, respectively. Star Publishing's 50% share of TNI depreciation and certain general and administrative expenses (income) associated with its share of the operation and administration of TNI are reported as operating expenses (benefit) in our Consolidated Statements of Income and Comprehensive Income. These amounts totaled $142,000 and $(119,000) in the 13 weeks ended December 25, 2016 and December 27, 2015, respectively. Annual amortization of intangible assets is estimated to be $418,000 for the 52 or 53 weeks ending December 2017, 2018, and 2019. Annual amortization of intangible assets is estimated to be $105,000 for the 52 weeks ending December 2020. 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 operates their related digital platforms. 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. Summarized results of MNI are as follows:
MNI makes quarterly distributions of its earnings and in the 13 weeks ended December 25, 2016 and December 27, 2015 we received dividends of $1,250,000 and $1,750,000, respectively. |
Goodwill and other Intangible Assets |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 25, 2016 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Goodwill And Other Intangible Assets [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Text Block] | GOODWILL AND OTHER INTANGIBLE ASSETS Changes in the carrying amount of goodwill are as follows:
Identified intangible assets consist of the following:
Annual amortization of intangible assets for the 52 or 53 weeks ended December 2017 to December 2021 is estimated to be $22,908,000, $16,653,000, $15,624,000, $15,163,000 and $13,251,000, respectively. |
Debt |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 25, 2016 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Disclosure [Text Block] |
On March 31, 2014, we completed a comprehensive refinancing of our debt (the"2014 Refinancing"), which included the following:
Debt is summarized as follows:
At December 25, 2016, our weighted average cost of debt, excluding amortization of debt financing costs, is 9.7%. Aggregate minimum required maturities of debt excluding amounts required to be paid from excess cash flow requirements at December 25, 2016 total $18,750,000 for the remainder of 2017, $25,000,000 in 2018, $40,234,000 in 2019, zero in 2020, zero in 2021 and $515,433,000 thereafter. In April 2015, the FASB issued a new standard for the presentation of debt issuance costs. The new standard will streamline the balance sheet presentation of debt related valuations. Debt issuance costs were previously recognized as deferred charges and presented as an asset while debt discounts and premiums are treated as adjustments to the related debt. Under the new standard, debt issuance costs are now recognized as reductions to the related debt. The adoption of this standard reclassified certain amounts within our Consolidated Balance Sheets. We adopted the new standard in 2017, as required, and adopted this standard retrospectively. As a result, we have reclassified $26,271,000 of Other long-term assets to a reduction of long-term debt, net of current maturities in the September 25, 2016 Consolidated Balance Sheet. Notes The Notes are senior secured obligations of the Company and mature on March 15, 2022. At December 25, 2016, the principal balance of the Notes totaled $385,000,000. Interest The Notes require payment of interest semiannually on March 15 and September 15 of each year, at a fixed annual rate of 9.5%. Redemption We may redeem some, or all, of the principal amount of the Notes at any time. Prior to March 15, 2018, we may redeem the Notes subject to a make whole provision for the interest through March 15, 2018. On or after March 15, 2018, we may redeem the Notes as follows:
We may redeem up to 35% of the Notes prior to March 15, 2017 at 109.5% of the principal amount using the proceeds of certain future equity offerings. If we sell certain of our assets or experience specific kinds of changes of control, we must, subject to certain exceptions, offer to purchase the Notes at 101% of the principal amount. Any redemption of the Notes must also satisfy any accrued and unpaid interest thereon. We may repurchase Notes in the open market at any time. In the 13 weeks ended December 27, 2015, we purchased $5,000,000 principal amount of Notes in privately negotiated transactions. The transaction resulted in a gain on extinguishment of $525,000, which is recorded in Other, net in the Consolidated Statements of Income and Comprehensive Income. Covenants and Other Matters The Indenture and the 1st Lien Credit Facility contains restrictive covenants as discussed more fully below. However, certain of these covenants will cease to apply if the Notes are rated investment grade by either Moody’s Investors Service, Inc. or Standard & Poor’s Ratings Group and there is no default or event of default under the Indenture. 1st Lien Credit Facility The 1st Lien Credit Facility consists of the $250,000,000 1st Lien Term Loan that matures in March 2019 and the $40,000,000 Revolving Facility that matures in December 2018. The 1st Lien Credit Facility documents the primary terms of the 1st Lien Term Loan and the Revolving Facility. The Revolving Facility may be used for working capital and general corporate purposes (including letters of credit). At December 25, 2016, after consideration of letters of credit, we have approximately $33,318,000 available for future use under the Revolving Facility. Interest Interest on the 1st Lien Term Loan, which has a principal balance of $83,984,000 at December 25, 2016, accrues, at our option, at either (A) LIBOR plus 6.25% (with a LIBOR floor of 1.0%) or (B) 5.25% plus the higher of (i) the prime rate at the time, (ii) the federal funds rate plus 0.5%, or (iii) one month LIBOR plus 1.0% (with a floor of 2.0%). Interest is payable quarterly. The 1st Lien Term Loan was funded with an original issue discount of 2.0%, or $5,000,000, which is being amortized as debt financing and administration costs over the life of the 1st Lien Term Loan. Interest on the Revolving Facility, which has a principal balance of zero at December 25, 2016, accrues, at our option, at either (A) LIBOR plus 5.5%, or (B) 4.5% plus the higher of (i) the prime rate at the time, (ii) the federal funds rate plus 0.5%, or (iii) one month LIBOR plus 1.0%. Principal Payments Quarterly principal payments of $6,250,000 are required under the 1st Lien Term Loan, with additional payments required to be made based on 90% of excess cash flow of Lee Legacy ("Lee Legacy Excess Cash Flow"), as defined, or from proceeds of asset sales, which are not reinvested, as defined, from our subsidiaries other than Pulitzer Inc. ("Pulitzer") and its subsidiaries (collectively, the "Pulitzer Subsidiaries"). For excess cash flow calculation purposes Lee Legacy constitutes the business of the Company, including MNI, but excluding Pulitzer and TNI. We may voluntarily prepay principal amounts outstanding or reduce commitments under the 1st Lien Credit Facility at any time without premium or penalty, upon proper notice and subject to certain limitations as to minimum amounts of prepayments. Quarterly, the Company is required to prepare a Lee Legacy Excess Cash Flow calculation, which is generally determined as the cash earnings of our subsidiaries other than the Pulitzer Subsidiaries and is adjusted for changes in working capital, capital spending, pension contributions, debt principal payments and income tax payments or refunds. Any excess cash flow as calculated is required to be paid to the 1st Lien lenders 45 days after the end of the quarter. For the 13 weeks ended December 25, 2016, the required Lee Legacy Excess Cash Flow payment was $0. 2017 payments made, or required to be made for the remainder of the year, under the 1st Lien Term Loan are summarized as follows:
Covenants and Other Matters The 1st Lien Credit Facility requires that we comply with certain affirmative and negative covenants customary for financing of this nature, including a maximum total leverage ratio, which is only applicable to the Revolving Facility. The 1st Lien Credit Facility restricts us from paying dividends on our Common Stock. This restriction no longer applies if Lee Legacy leverage is below 3.25x before and after such payments. Further, the 1st Lien Credit Facility restricts or limits, among other things, subject to certain exceptions, the ability of the Company and its subsidiaries to: (i) incur indebtedness, (ii) enter into mergers, acquisitions and asset sales, (iii) incur or create liens and (iv) enter into transactions with certain affiliates. The 1st Lien Credit Facility contains various representations and warranties and may be terminated upon occurrence of certain events of default. The 1st Lien Credit Facility also contains cross-default provisions tied to the terms of each of the Indenture and 2nd Lien Term Loan. 2nd Lien Term Loan The 2nd Lien Term Loan, which has a balance of $130,433,000 at December 25, 2016, bears interest at a fixed annual rate of 12.0%, payable quarterly, and matures in December 2022. Principal Payments There are no scheduled mandatory amortization payments required under the 2nd Lien Term Loan. Quarterly, we are required to prepare a calculation of excess cash flow of the Pulitzer Subsidiaries ("Pulitzer Excess Cash Flow"). Pulitzer Excess Cash Flow is generally determined as the cash earnings of the Pulitzer Subsidiaries adjusted for changes in working capital, capital spending, pension contributions, debt principal payments and income tax payments. Pulitzer Excess Cash Flow also includes a deduction for interest costs incurred under the 2nd Lien Term Loan. Under the 2nd Lien Term Loan, subject to certain other conditions, Pulitzer Excess Cash Flow must be used, (a) prior to March 31, 2017, to make an offer to the 2nd Lien Lenders to prepay amounts under the 2nd Lien Term Loan at par (which offer the 2nd Lien Lenders may accept or reject; if rejected we may use the Pulitzer Excess Cash Flow to prepay amounts under the 1st Lien Credit Facility or repurchase Notes in the open market), and (b) after March 31, 2017, to pay such amounts under the 2nd Lien Term Loan at par. Pulitzer Excess Cash Flow payments are required to be paid 45 days after the end of the quarter. Pulitzer Excess Cash Flow and the related payments on the 2nd Lien Term Loan for the previous four quarters are as follows:
For the 13 weeks ended December 25, 2016, Pulitzer Excess Cash Flow totaled $930,000, which will be offered to the 2nd Lien lenders in February 2017. Subject to certain other conditions in the 2nd Lien Term Loan, the balance of the 2nd Lien Term Loan will be repaid at par from proceeds from asset sales by the Pulitzer Subsidiaries that are not reinvested. For the 13 weeks ended December 25, 2016 and December 27, 2015, we repaid $430,000 and $2,300,000, respectively, on the 2nd Lien Term loan, at par, with net proceeds from the sale of Pulitzer assets. Voluntary payments under the 2nd Lien Term Loan are subject to call premiums as follows:
Covenants and Other Matters The 2nd Lien Term Loan requires that we comply with certain affirmative and negative covenants customary for financing of this nature, including the negative covenants under the 1st Lien Credit Facility discussed above. The 2nd Lien Term Loan contains various representations and warranties and may be terminated upon occurrence of certain events of default. The 2nd Lien Term Loan also contains cross-default provisions tied to the terms of the Indenture and 1st Lien Credit Facility. In connection with the 2nd Lien Term Loan, 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 2nd Lien Lenders received on March 31, 2014 their pro rata share of warrants to purchase, in cash, an initial aggregate of 6,000,000 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 is $4.19 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 to be measured at fair value and included in other liabilities in our Consolidated Balance Sheets. We remeasure 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 9. In connection with the issuance of the Warrants, we entered into a Registration Rights Agreement dated as of March 31, 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 statement related to the shares of Common Stock to be issued upon exercise of the Warrants. Security The Notes and the 1st Lien Credit Facility are fully and unconditionally guaranteed on a joint and several first-priority basis by each of the Company's material domestic subsidiaries, excluding MNI, the Pulitzer Subsidiaries and TNI (the "Lee Legacy Assignors"), pursuant to a first lien guarantee and collateral agreement dated as of March 31, 2014 (the "1st Lien Guarantee and Collateral Agreement"). The Notes, the 1st Lien Credit Facility and the subsidiary guarantees are secured, subject to certain exceptions, priorities and limitations, by perfected security interests in all property and assets, including certain real estate, of the Lee Legacy Assignors, other than the capital stock of MNI and any property and assets of MNI (the “Lee Legacy Collateral”), on a first-priority basis, equally and ratably with all of the Lee Legacy Assignors' existing and future obligations. The Lee Legacy Collateral includes, among other things, equipment, inventory, accounts receivables, depository accounts, intellectual property and certain of their other tangible and intangible assets. Also, the Notes and the 1st Lien Credit Facility are secured, subject to certain exceptions, priorities and limitations in the various agreements, by first-priority security interests in the capital stock of, and other equity interests owned by, the Lee Legacy Assignors (excluding the capital stock of MNI). The Notes and 1st Lien Credit Facility are subject to a Pari Passu Intercreditor Agreement dated March 31, 2014. The Notes, the 1st Lien Credit Facility and the subsidiary guarantees are also secured, subject to permitted liens, by a second-priority security interest in the property and assets of the Pulitzer Subsidiaries that become subsidiary guarantors (the "Pulitzer Assignors") other than assets of or used in the operations or business of TNI (collectively, the “Pulitzer Collateral”). In June 2015 the Pulitzer Assignors became a party to the 1st Lien Guarantee and Collateral Agreement on a second lien basis. Also, the Notes and the 1st Lien Credit Facility are secured, subject to certain exceptions, priorities, and limitations in the various agreements, by second-priority security interests in the capital stock of, and other equity interests in, the Pulitzer Assignors and Star Publishing’s interest in TNI. The 2nd Lien Term Loan is fully and unconditionally guaranteed on a joint and several first-priority basis by the Pulitzer Assignors, pursuant to a Second Lien Guarantee and Collateral Agreement dated as of March 31, 2014 (the “2nd Lien Guarantee and Collateral Agreement”) among the Pulitzer Assignors and the 2nd Lien collateral agent. Under the 2nd Lien Guarantee and Collateral Agreement, the Pulitzer Assignors have granted (i) first-priority security interests, subject to certain priorities and limitations in the various agreements, in the Pulitzer Collateral and (ii) have granted first-priority lien mortgages or deeds of trust covering certain real estate, as collateral for the payment and performance of their obligations under the 2nd Lien Term Loan. Also, under the 2nd Lien Guarantee and Collateral Agreement, the Lee Legacy Assignors have granted (i) second-priority security interests, subject to certain priorities and limitations in the various agreements, in the Lee Legacy Collateral, and (ii) have granted second-priority lien mortgages or deeds of trust covering certain real estate, as collateral for the payment and performance of their obligations under the 2nd Lien Term Loan. Assets of, or used in the operations or business of, MNI are excluded. The rights of each of the collateral agents with respect to the Lee Legacy Collateral and the Pulitzer Collateral are subject to customary intercreditor and intercompany agreements. Other In connection with the 2014 Refinancing, we capitalized $37,819,000 of debt financing costs. Amortization of debt financing costs totaled $898,000 in the 13 weeks ended December 25, 2016. Amortization of such costs is estimated to total $4,142,000 in 2017, $4,223,000 in 2018, $4,050,000 in 2019, $4,079,000 in 2020 and $4,269,000 in 2021. At December 25, 2016 ,we have $25,373,000 of unamortized debt financing costs recorded as a reduction of Long-term debt in our Consolidated Balance Sheets. Liquidity At December 25, 2016, after consideration of letters of credit, we have approximately $33,318,000 available for future use under our Revolving Facility. Including cash, our liquidity at December 25, 2016 totals $53,418,000. This liquidity amount excludes any future cash flows. 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. The Warrants, if and when exercised, would provide additional liquidity in an amount up to $25,140,000 subject to a reduction for any amounts the Company may elect to use to repay our 1st Lien Term Loan and/or the Notes. Final maturities of our debt have been extended to dates from December 2018 through December 2022. There are numerous potential consequences under the Notes, 1st Lien Credit Facility and 2nd Lien 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 the applicable lender(s) to exercise their remedies under the Notes, 1st Lien Credit Facility and 2nd Lien Term Loan, respectively, 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 Notes, 1st Lien Credit Facility and 2nd Lien Term Loan have only limited affirmative covenants with which we are required to maintain compliance. We are in compliance with our debt covenants at December 25, 2016. |
Pension, Postretirement, and Postemployement Obligations |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 25, 2016 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Pension Postretirement And Postemployment Defined Benefit Plans [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Pension and Other Postretirement Benefits Disclosure [Text Block] | PENSION, POSTRETIREMENT AND POSTEMPLOYMENT DEFINED BENEFIT PLANS We have several noncontributory defined benefit pension plans that together cover selected employees. Benefits under the plans were generally based on salary and years of service. Effective in 2012, substantially all benefits are frozen and only a small amount of additional benefits are being accrued. Our liability and related expense for benefits under the plans are recorded over the service period of employees based upon annual actuarial calculations. Plan funding strategies are influenced by government regulations. Plan assets consist primarily of domestic and foreign corporate equity securities, government and corporate bonds, hedge fund investments and cash. In addition, 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. In addition, St. Louis Post-Dispatch LLC, provides postemployment disability benefits to certain employee groups prior to retirement. 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. We use a fiscal year end measurement date for all of our pension and postretirement medical plan obligations. The net periodic postretirement cost (benefit) components for our postretirement plans are as follows:
Amortization of net gains (losses) and prior service benefits are recorded as compensation in the Consolidated Statements of Income and Comprehensive Income. Based on our forecast at December 25, 2016, we do not expect to make contributions to our pension trust and postretirement medical plans for the reminder of 2017. |
Income Taxes |
3 Months Ended |
---|---|
Dec. 25, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | INCOME TAXES We recorded income tax expense of $6,266,000 related to income before taxes of $18,706,000 for the 13 weeks ended December 25, 2016. For the 13 weeks ended December 27, 2015, we recorded $7,147,000 in income tax expense related to income before taxes of $18,655,000. The effective income tax rates for the 13 weeks ended December 25, 2016 and December 27, 2015 were 33.5% and 38.3%, respectively. The primary differences between these rates and the U.S. federal statutory rate of 35% are due to the effect of state income taxes, non-deductible expenses, adjustments to reserves for uncertain tax positions, including any related interest, and mark-to-market adjustments to value the Warrants. We file a consolidated federal tax return, as well as combined and separate tax returns in approximately 27 state and local jurisdictions. We have various income tax examinations ongoing which are at different stages of completion, but generally our income tax returns have been audited or closed to audit through 2009. See Note 10 for a discussion of our tax audits. At September 25, 2016, we had approximately $57,392,000 of state net operating loss tax benefits and a federal net operating loss carryforward of approximately $58,618,000. Due to our federal and state net operating loss carryforwards and based on historical levels of performance, we do not expect to make any significant income tax payments in the current fiscal year. |
Earnings per Common Share |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 25, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Earnings Loss Per Common Share [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Earnings Per Share [Text Block] | EARNINGS PER COMMON SHARE The following table sets forth the computation of basic and diluted earnings per common share:
For the 13 weeks ended December 25, 2016 and December 27, 2015, 6,828,000 and 7,684,000 weighted average shares, respectively, were not considered in the computation of diluted earnings per common share because the exercise prices of the related stock options and Warrants were in excess of the fair market value of our Common Stock. |
Stock Ownership Plans |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 25, 2016 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Ownership Plans [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | STOCK OWNERSHIP PLANS A summary of stock option activity during the 13 weeks ended December 25, 2016 follows:
Restricted Common Stock The table below summarizes restricted Common Stock activity during the 13 weeks ended December 25, 2016:
Total unrecognized compensation expense for unvested restricted Common Stock at December 25, 2016 is $4,459,000, which will be recognized over a weighted average period of 1.9 years. |
Fair Value Measurements |
3 Months Ended |
---|---|
Dec. 25, 2016 | |
Fair Value Measurements [Abstract] | |
Fair Value Disclosures [Text Block] | FAIR VALUE MEASUREMENTS We utilize FASB ASC Topic 820, Fair Value Measurements and Disclosures, to measure and report fair value. FASB ASC Topic 820 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. FASB 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. 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. Investments totaling $6,818,000, including our 17% ownership of the nonvoting common stock of TCT and a private equity investment, are carried at cost. As of December 31, 2016, based on the most recent data available, the approximate fair value of the private equity investment is $8,164,000, which is a level 3 fair value measurement. The fair value of floating rate debt, which consists of our 1st Lien Term Loan, is $84,100,000, based on an average of private market price quotations. Our fixed rate debt consists of $385,000,000 principal amount of the Notes and $130,433,000 principal amount under the 2nd Lien Term Loan. At December 25, 2016, based on private market price quotations the fair values were $405,000,000 and $139,000,000 for the Notes and 2nd Lien Term Loan, respectively. As discussed more fully in Note 4, 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 remeasure 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 Warrants at December 25, 2016 and September 25, 2016 is $8,665,000 and $11,760,000, respectively. Fair value is determined using the Black-Scholes option pricing model. These represent level 2 fair value measurements. |
Commitments and Contingencies |
3 Months Ended |
---|---|
Dec. 25, 2016 | |
Commitments And Contingent Liabilities [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | COMMITMENTS AND CONTINGENT LIABILITIES Income Taxes Commitments 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. See Note 6. We file income tax returns with the Internal Revenue Service ("IRS") 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 Operations 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 2009. 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. Multiemployer Pension Plans One of our enterprise's bargaining units withdrew from representation, and as a result we are subject to a future claim from the multiemployer pension plan for a withdrawal liability. The amount and timing of such liability will be dependent on actions taken, or not taken, by the Company and the pension plan, as well as the future investment performance and funding status of the pension plan. Any withdrawal liability determined to be due under this plan will be funded over a period of 20 years. |
Investments in Associated Companies (Tables) |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 25, 2016 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Equity Method Investee- TNI [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Equity Method Investments [Table Text Block] | Summarized results of TNI are as follows:
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||
Equity Method Investee- MNI [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Equity Method Investments [Table Text Block] | Summarized results of MNI are as follows:
|
Goodwill and other Intangible Assets (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 25, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Goodwill [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Goodwill [Table Text Block] | Changes in the carrying amount of goodwill are as follows:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Intangible Assets [Table Text Block] | Identified intangible assets consist of the following:
|
Debt (Tables) |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 25, 2016 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Payments [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Pulitzer Excess Cash Flow [Table Text Block] | ulitzer Excess Cash Flow and the related payments on the 2nd Lien Term Loan for the previous four quarters are as follows:
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
New 1st Lien Term Loan [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Payments [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule Of Debt Payments [Table Text Block] | 2017 payments made, or required to be made for the remainder of the year, under the 1st Lien Term Loan are summarized as follows:
|
Debt Schedule Of Debt Outstanding (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 25, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Long-term Debt Instruments [Table Text Block] | Debt is summarized as follows:
|
Debt Schedule of Debt Provisions (Tables) |
3 Months Ended | ||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 25, 2016 | |||||||||||||||||
New Second Lien Loan [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt Instrument Redemption [Table Text Block] |
|
||||||||||||||||
Senior Notes [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt Instrument Redemption [Table Text Block] |
|
Pension, Postretirement, and Postemployement Obligations (Tables) |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 25, 2016 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Pension Postretirement And Postemployment Defined Benefit Plans [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Defined Benefit Plans Disclosures [Table Text Block] | The net periodic postretirement cost (benefit) components for our postretirement plans are as follows:
|
Earnings per Common Share (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 25, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Earnings Per Share [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | The following table sets forth the computation of basic and diluted earnings per common share:
|
Stock Ownership Plans (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 25, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Restricted Stock [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Disclosure of Share-based Compensation Arrangements by Share-based Payment Award [Table Text Block] | The table below summarizes restricted Common Stock activity during the 13 weeks ended December 25, 2016:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Options [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Disclosure of Share-based Compensation Arrangements by Share-based Payment Award [Table Text Block] | A summary of stock option activity during the 13 weeks ended December 25, 2016 follows:
|
Basis of Presentation Schedule of Less than 100% Subsidiaries (Details) |
3 Months Ended |
---|---|
Dec. 25, 2016 | |
Equity Method Investee- TNI [Member] | |
Schedule Of Less Than 100% Owned Subsidiaries [Line Items] | |
Less Than 100% Owned Subsidiaries, Percentage Owned | 50.00% |
Equity Method Investee- MNI [Member] | |
Schedule Of Less Than 100% Owned Subsidiaries [Line Items] | |
Less Than 100% Owned Subsidiaries, Percentage Owned | 50.00% |
INN Partners [Member] | |
Schedule Of Less Than 100% Owned Subsidiaries [Line Items] | |
Less Than 100% Owned Subsidiaries, Percentage Owned | 82.50% |
Goodwill and other Intangible Assets Schedule of Goodwill (Details) $ in Thousands |
Dec. 25, 2016
USD ($)
|
---|---|
Goodwill [Line Items] | |
Goodwill, Gross | $ 1,532,458 |
Goodwill, Impaired, Accumulated Impairment Loss | $ 1,288,729 |
Debt Schedule Of Financing Fees (Details) - USD ($) |
3 Months Ended | ||||
---|---|---|---|---|---|
Dec. 25, 2016 |
Dec. 27, 2015 |
Sep. 25, 2016 |
Mar. 31, 2014 |
Mar. 30, 2014 |
|
Schedule Of Financing Fees [Line Items] | |||||
Class of Warrant or Right, Outstanding | 6,000,000 | ||||
Unamortized Debt Issuance Expense | $ 25,373,000 | $ 26,271,000 | |||
Amortization Of Present Value Discount- Current Fiscal Year | 4,142,000 | ||||
Amortization Of Present Value Discount- Next Fiscal Year | 4,223,000 | ||||
Amortization Of Present Value Discount- Year 3 | 4,050,000 | ||||
Amortization Of Present Value Discount- Year 4 | 4,079,000 | ||||
Amortization Of Present Value Discount- Year 5 | $ 4,269,000 | ||||
Investment Warrants, Exercise Price | $ 4.19 | ||||
Warrant liability fair value | $ 8,665,000 | $ 16,930,000 | |||
Gains (Losses) on Extinguishment of Debt | $ 0 | $ (525,000) | |||
New 1st Lien Term Loan [Member] | |||||
Schedule Of Financing Fees [Line Items] | |||||
Debt Instrument, Unamortized Discount | $ 5,000,000 |
Pension, Postretirement, and Postemployement Obligations (Details) - USD ($) $ in Thousands |
3 Months Ended | |
---|---|---|
Dec. 25, 2016 |
Dec. 27, 2015 |
|
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Pension Contributions | $ 0 | $ 744 |
Pension Plans, Defined Benefit [Member] | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Defined Benefit Plan, Service Cost | 21 | 49 |
Defined Benefit Plan, Interest Cost | 1,349 | 1,515 |
Defined Benefit Plan, Expected Return on Plan Assets | (1,969) | (2,174) |
Defined Benefit Plan, Amortization of Net Gains (Losses) | 736 | 599 |
Defined Benefit Plan, Amortization of Net Prior Service Cost (Credit) | 34 | 34 |
Defined Benefit Plan, Net Periodic Benefit Cost | 103 | (45) |
Other Postretirement Benefit Plans, Defined Benefit [Member] | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Defined Benefit Plan, Estimated Future Employer Contributions in Current Fiscal Year | 0 | |
Defined Benefit Plan, Service Cost | 3 | 16 |
Defined Benefit Plan, Interest Cost | 122 | 156 |
Defined Benefit Plan, Expected Return on Plan Assets | (264) | (331) |
Defined Benefit Plan, Amortization of Net Gains (Losses) | (237) | (273) |
Defined Benefit Plan, Amortization of Net Prior Service Cost (Credit) | 365 | 365 |
Defined Benefit Plan, Net Periodic Benefit Cost | $ (741) | $ (797) |
Income Taxes (Details) - USD ($) |
3 Months Ended | ||
---|---|---|---|
Dec. 25, 2016 |
Sep. 25, 2016 |
Dec. 27, 2015 |
|
Income tax expense (benefit) | $ 6,266,000 | $ 7,147,000 | |
Income (Loss) from Continuing Operations before Income Taxes, Domestic | $ 18,706,000 | $ 18,655,000 | |
Effective Income Tax Rate Reconciliation, Percent | 33.50% | 38.30% | |
Operating Loss Carryforwards | $ 57,392,000 | ||
Federal Net Operating Loss | $ 58,618,000 |
Earnings per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands |
3 Months Ended | |
---|---|---|
Dec. 25, 2016 |
Dec. 27, 2015 |
|
Earnings Per Share Disclosure [Line Items] | ||
Income (loss) attributable to Lee Enterprises, Incorporated | $ 12,173 | $ 11,237 |
Weighted Average Number of Shares Outstanding, Basic [Abstract] | ||
Weighted Average Common Shares | 55,935,000 | 54,856,000 |
Less non-vested restricted Common Stock | (2,407,000) | (1,716,000) |
Basic average common shares | 53,528,000 | 53,140,000 |
Weighted Average Number of Shares Outstanding, Diluted [Abstract] | ||
Weighted Average Number Diluted Shares Outstanding Adjustment | 1,873,000 | 718,000 |
Weighted Average Number of Shares Outstanding, Diluted | 55,401,000 | 53,858,000 |
Earnings Per Share, Basic | $ 0.23 | $ 0.21 |
Diluted | $ 0.22 | $ 0.21 |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 6,828,000 | 7,684,000 |
Stock Ownership Plans (Details) $ / shares in Units, shares in Thousands |
3 Months Ended |
---|---|
Dec. 25, 2016
USD ($)
$ / shares
shares
| |
Restricted Stock [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ | $ 4,459,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | shares | 812 |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ / shares | $ 3.35 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | shares | 2,462 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Expirations in Period | shares | (2) |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Forfeitures in Period, Weighted Average Exercise Price | $ / shares | $ 1.53 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | shares | 2,565 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ / shares | $ 2.74 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ / shares | $ 2.70 |
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition | 1 year 10 months 24 days |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | shares | (707) |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Other Share Increase (Decrease) in Period, Weighted Average Exercise Price | $ / shares | $ 0 |
Stock Options [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 4 years 4 months 24 days |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Remaining Contractual Term | 4 years 4 months 24 days |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | shares | 1,698 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Expirations in Period | shares | (42) |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | shares | 1,442 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number | shares | 1,442 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ / shares | $ 2.42 |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Expirations in Period, Weighted Average Exercise Price | $ / shares | 26.85 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ / shares | 1.85 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price | $ / shares | $ 1.85 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $ | $ 1,522,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value | $ | $ 1,522,000 |
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition | 3 months 18 days |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | shares | (214) |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $ / shares | $ 1.52 |
Fair Value Measurements Fair Value Measurements (Details) - USD ($) |
Dec. 25, 2016 |
Sep. 25, 2016 |
Mar. 30, 2014 |
---|---|---|---|
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Debt, Long-term and Short-term, Combined Amount | $ 599,417,000 | $ 617,167,000 | |
Warrant liability fair value | 8,665,000 | $ 16,930,000 | |
1st Lien Agreement [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Long-term Debt, Fair Value | 84,100,000 | ||
Senior Notes [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Long-term Debt, Fair Value | 405,000,000 | ||
Debt, Long-term and Short-term, Combined Amount | 385,000,000 | 385,000,000 | |
New Second Lien Loan [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Debt, Long-term and Short-term, Combined Amount | 130,433,000 | $ 130,863,000 | |
2nd Lien Agreement [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Long-term Debt, Fair Value | $ 139,000,000 |
Fair Value Measurements Fair Value Measurements Not Practicable (Details) - USD ($) |
Dec. 25, 2016 |
Sep. 25, 2016 |
---|---|---|
Fair Value, Estimate Not Practicable, Financial Statement Captions [Line Items] | ||
Fair Value, Estimate Not Practicable, Investments | $ 6,818,000 | |
Debt, Long-term and Short-term, Combined Amount | $ 599,417,000 | $ 617,167,000 |
!6]UBFMCN@,A.J]!,'TG.VCM
M22F58,::JB*Z4\ *'R0XH5&T)8(U+ 5ZE&\^)]6[ .9*=XZVO]MSKI@F&=_I8AUURS],*K979ICKL>CZWFZB>-OW]-'P
MQV+U#U!+ P04 " '@4-*A<1+QS4" !M!@ &0 'AL+W=O *$E!1
M,E!$40H3I"!!.OY#92!!!BC([GJ2#7M",7KL-0=WRH?=CS%,, $))N.]8@0'
M$(UPZT%=NV8?](Y?_"#N>$0(/*B[&\GO=_/!'P/M"X/3C>.A,)P_H(#SC UTV. Q!(W%.DG)
MX5@BLA+;\4&E8+ (!LSI9SR/*BF>%'Y\\%B%RNHY02I6NW2(!3:[A -% 6(.
MFL0'+;#+5 7Y#R KD,8LQXM'U,G']@%8]-L!OI%(7XS2;KVFD#U%W+!RP_H9
M=]JU]&VUQ1"U)]LP\$*R M]L*4>=>6P6R ANIBB_E\]6:B]+K5[-'V<[0A
M$9U![AQ(;]274OQ-E<^? (KTRL;KIO$X<^9"+ IF3PTM9C>BW8=W@#B(=I5#
MP*;A>Y>&$;!?%12OA;/%"KX$SC6@=3N(;N(7J?FG6Y[T\*A<9/D2E#BID+)J
MA*9XBVE"=G* ,90BGO,I>30>C=8V3%X'DA9M1M/P?%?W<:N?V0'Z>[%,TI26
M XWVAR-5?60Q4FIQ5O_+)ON>1[R
MOX?! 7@(P&, RCX,($, F00DO;*NU,_"BM5"JW.D^]-JA;\4Z)ZXS=SXQ6[O
MNO]5(>."AU!\(2(9P!EP$9@:@.A"676K!H2S,XOCP
M_EJ)[X.X*I^R//D'?#_N]X."Y-[W\!"H3PG*,4>)JPO*JVK] @&A\,B,PQN
M8/"?<7#:-I/>!Y#EJZRH4*;^]?@!U:YYZ2AFQXM%@M"&'6SB9'$(3&<>;Q(
MD0=9+=Y!P.AZA(D .7,NGA!#/@EY:1%5[R:>;YF(? KFP,IB"L5 !2/2E#@+ZMDC&.IOA,
MZZ%*),%[<4)D DMAPW9/@E@Y1=C0W0N 40R&(^O3HS#XA\@S_FO0K_T527M_
M#!((T(7>HJ D66TUT,/VH^N0ZR-$+]&+?+ATQEX A.D
M4&)V4[Q>86$LCO0@\_JI'-@_KK)*.63!?M$/[H2 0CFM[%,"-$W1]7FV3!4;
M6*@,NOE3G"]EX$.'B,F/G;*>@-(*= ::&R,C)O(&CZ^3"EVV.1J<0O&LN)X)
M67/WPB@]($-EIMH "7UPDU'8Y\;R8>757"=.NC-TQS]@+"PH8)U7^<(4AJ-O
MR^=XJI5<%*\/RH32*Z9>J2^H!&/ ]AMAE(4M\RC"8"PH()%E
M&(Y4\5"T&V"Y;*NCBDN90[82+PFW'2X]R;<1_OP;GE_!FDDA-1,K4T_9%#/0X!56
M7JTWHE0-W%+D2VS)Z0H_>&<\&*D?W1/6GVU>_,+E9\[NN5EC!&OL3X&)P)J'
MXY&3V(!.TC8JM7''Y#)T4&Q[-^SMB/9[T_/?M.EY\SBN0&V/W,+PK0K:]2-?
M>6_EOFP[^=^OAOJMKH;R<@/G**TTC%9600^>Z\#;SG+=---HC+ #X@2?UZOO
M@*//Q7^\V\AL[7>\DJ1H.VE=V7)+QO_^-P>OE%63VA>>JVR;P!_W)F,O/O)=
MK7A1=SCLCX)IC^0@KDH&JO3/HQZ