UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
  
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
  
For The Quarterly Period Ended March 26, 201725, 2018
 
OR
  
[  ] 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)
  
Delaware42-0823980
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer Identification No.)
201 N. Harrison Street, Suite 600, Davenport, Iowa 52801
(Address of principal executive offices)
(563) 383-2100
(Registrant's telephone number, including area code)
 
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 [  ]
 
Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). Yes [X]     No [  ]
 
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company or an emerging growth company. See definitions of “ large accelerated filer, accelerated filerfiler", "accelerated filer", "small reporting company” and small reporting company”"emerging growth company" in Rule 12b-2 of the Exchange Act.
 Large accelerated filer[  ]Accelerated filer[X]
 Non-accelerated filer
[ ] (Do not check if a smaller reporting company)
Smaller reporting company[  ]
   Emerging growth company[  ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]
  
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [  ]     No [X]
                                                                                                              
Indicate by check mark whether the Registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.  Yes [X]     No [  ]
As of April 30, 2017, 56,650,3872018 57,039,805 shares of Common Stock of the Registrant were outstanding.
 

Table Of Contents PAGE
   
FORWARD LOOKING STATEMENTS 
    
PART IFINANCIAL INFORMATION 
     
 Item 1.Financial Statements (Unaudited) 
     
  Consolidated Balance Sheets - March 26, 201725, 2018 and September 25, 201624, 2017 
     
  Consolidated Statements of OperationsIncome and Comprehensive OperationsIncome - 13 weeks and 26 weeks ended March 26, 201725, 2018 and March 27, 201626, 2017 
     
  Consolidated Statements of Cash Flows - 26 weeks ended March 26, 201725, 2018 and March 27, 201626, 2017 
     
  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 IIOTHER INFORMATION 
     
 Item 1.Legal Proceedings 
     
 Item 6.Exhibits 
     
SIGNATURES  





References to “we”, “our”, “us” and the like throughout this document refer to Lee Enterprises, Incorporated (the "Company"). References to "2017""2018", "2016""2017" and the like refer to the fiscal years ended the last Sunday in September.

FORWARD-LOOKING STATEMENTS

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements. This 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:

Our ability to generate cash flows and maintain liquidity sufficient to service our debt;
Our ability to comply with the financial covenants in our credit facilities;
Our ability to refinance our debt as it comes due;
That the warrants issued in our refinancing will not be exercised;
The impact and duration of adverse conditions in certain aspects of the economy affecting our business;
Changes 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;
Legislative and regulatory rulings;rulings, including the new tax legislation;
Our ability to achieve planned expense reductions;
Our ability to maintain employee and customer relationships;
Our ability to manage increased capital costs;
Our ability to maintain our listing status on the NYSE;
Competition; and
Other risks detailed from time to time in our publicly filed documents.

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 report. We do not undertake to publicly update or revise our forward-looking statements, except as required by law.


PART I
FINANCIAL INFORMATION
 
Item 1.       Financial Statements

LEE ENTERPRISES, INCORPORATED
CONSOLIDATED BALANCE SHEETS
(Unaudited)

(Thousands of Dollars)March 26
2017

September 25
2016

March 25
2018

September 24
2017

  
ASSETS  
  
Current assets:  
Cash and cash equivalents16,003
16,984
12,301
10,621
Accounts receivable, net47,089
51,334
44,711
49,469
Inventories4,452
4,252
4,044
3,616
Other4,053
4,683
4,104
4,132
Total current assets71,597
77,253
65,160
67,838
Investments:  
Associated companies29,464
29,716
27,975
29,181
Other10,434
9,488
10,572
9,949
Total investments39,898
39,204
38,547
39,130
Property and equipment:  
Land and improvements20,761
21,028
20,038
20,424
Buildings and improvements173,453
174,164
170,024
172,138
Equipment278,277
279,770
276,020
278,880
Construction in process1,052
823
1,941
752
473,543
475,785
468,023
472,194
Less accumulated depreciation351,982
347,223
360,516
357,998
Property and equipment, net121,561
128,562
107,507
114,196
Goodwill243,729
243,729
246,426
246,426
Other intangible assets, net145,765
158,354
127,545
136,302
Medical plan assets, net14,916
14,063
15,825
15,392
Other1,582
1,690
1,613
1,566
  
  
  
  
  
  
  
  
Total assets639,048
662,855
602,623
620,850

The accompanying Notes are an integral part of the Consolidated Financial Statements.











 
(Thousands of Dollars and Shares, Except Per Share Data)March 26
2017

September 25
2016

March 25
2018

September 24
2017

  
LIABILITIES AND EQUITY  
  
Current liabilities:  
Current maturities of long-term debt29,500
25,070
30,904
30,182
Accounts payable14,342
18,143
15,688
17,027
Compensation and other accrued liabilities20,098
23,884
18,824
22,423
Accrued interest2,043
2,895
1,607
1,512
Income taxes payable751
665

183
Unearned revenue29,266
28,361
27,516
26,881
Total current liabilities96,000
99,018
94,539
98,208
Long-term debt, net of current maturities530,997
565,826
465,796
496,379
Pension obligations53,913
55,148
42,444
43,537
Postretirement and postemployment benefit obligations5,509
10,717
2,959
5,004
Deferred income taxes45,215
38,308
33,814
53,397
Income taxes payable5,482
5,016
6,291
5,497
Warrants and other9,353
16,363
10,193
10,041
Total liabilities746,469
790,396
656,036
712,063
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
570
567
March 27, 2017: 56,634 shares; 
September 25, 2016: 55,771 shares 
March 25, 2018: 57,046 shares; 
September 24, 2017: 56,712 shares 
Class B Common Stock, $2 par value; authorized 30,000 shares; none issued



Additional paid-in capital250,585
249,740
252,302
251,790
Accumulated deficit(337,704)(356,005)(291,282)(328,524)
Accumulated other comprehensive loss(21,829)(22,778)(16,077)(16,068)
Total stockholders' deficit(108,382)(128,485)(54,487)(92,235)
Non-controlling interests961
944
1,074
1,022
Total deficit(107,421)(127,541)(53,413)(91,213)
Total liabilities and deficit639,048
662,855
602,623
620,850

The accompanying Notes are an integral part of the Consolidated Financial Statements.
 


LEE ENTERPRISES, INCORPORATED
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(Unaudited)
13 Weeks Ended 26 Weeks Ended 13 Weeks Ended 26 Weeks Ended 
(Thousands of Dollars, Except Per Common Share Data)March 26
2017

March 27
2016

March 26
2017

March 27
2016

March 25
2018

March 26
2017

March 25
2018

March 26
2017

    
Operating revenue:  
Advertising and marketing services77,533
88,731
170,568
194,368
71,553
77,533
156,213
170,568
Subscription45,009
46,658
93,896
97,089
45,972
45,009
94,241
93,896
Other10,845
11,446
22,912
23,783
10,280
10,845
21,136
22,912
Total operating revenue133,387
146,835
287,376
315,240
127,805
133,387
271,590
287,376
Operating expenses:





Compensation52,414
58,850
107,470
117,514
48,656
52,414
99,567
107,470
Newsprint and ink6,200
6,053
13,093
12,738
5,640
6,200
11,478
13,093
Other operating expenses48,756
54,107
101,533
112,977
49,315
48,756
99,671
101,533
Depreciation4,008
4,325
8,079
8,652
3,685
4,008
7,441
8,079
Amortization of intangible assets6,310
6,616
12,619
13,232
4,331
6,310
8,627
12,619
Gain on sales of assets and other, net(3,783)(438)(3,716)(1,409)(1,300)(3,783)(1,297)(3,716)
Workforce adjustments2,405
588
2,470
1,192
Workforce adjustments and other1,816
2,405
2,284
2,470
Total operating expenses116,310
130,101
241,548
264,896
112,143
116,310
227,771
241,548
Equity in earnings of associated companies1,729
2,009
4,417
4,808
1,608
1,729
3,991
4,417
Operating income18,806
18,743
50,245
55,152
17,270
18,806
47,810
50,245
Non-operating income (expense):  
Financial income109
110
184
185
Interest expense(14,637)(16,281)(29,588)(33,423)(13,274)(14,637)(26,924)(29,588)
Debt financing and administrative costs(1,075)(2,034)(2,026)(3,367)(1,217)(1,075)(2,313)(2,026)
Gain on insurance settlement
30,646

30,646
Other, net4,318
688
7,413
1,333
681
4,427
524
7,597
Total non-operating income (expense), net(11,285)13,129
(24,017)(4,626)
Total non-operating expense, net(13,810)(11,285)(28,713)(24,017)
Income before income taxes7,521
31,872
26,228
50,526
3,460
7,521
19,097
26,228
Income tax expense1,144
12,389
7,410
19,535
Income tax expense (benefit)927
1,144
(18,763)7,410
Net income6,377
19,483
18,818
30,991
2,533
6,377
37,860
18,818
Net income attributable to non-controlling interests(249)(255)(517)(526)(294)(249)(618)(517)
Income attributable to Lee Enterprises, Incorporated6,128
19,228
18,301
30,465
2,239
6,128
37,242
18,301
Other comprehensive income (loss), net of income taxes894
(43)949
(86)
Other comprehensive income, net of income taxes(36)894
(9)949
Comprehensive income attributable to Lee Enterprises, Incorporated7,022
19,185
19,250
30,379
2,203
7,022
37,233
19,250
Earnings per common share:  
Basic:0.11
0.36
0.34
0.57
0.04
0.11
0.68
0.34
Diluted:0.11
0.36
0.33
0.57
0.04
0.11
0.67
0.33

The accompanying Notes are an integral part of the Consolidated Financial Statements.

LEE ENTERPRISES, INCORPORATED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)            
    
26 Weeks Ended 26 Weeks Ended 
(Thousands of Dollars)March 26
2017

March 27
2016

March 25
2018

March 26
2017

  
Cash provided by operating activities: 
Cash provided by (required for) operating activities: 
Net income18,818
30,991
37,860
18,818
Adjustments to reconcile net income to net cash provided by operating activities:  
Depreciation and amortization20,698
21,884
16,068
20,698
Net (gain) loss on sales of assets and insurance settlement25
(32,055)
Curtailment gains(3,741)
(2,031)(3,741)
Stock compensation expense1,083
1,164
1,016
1,083
Distributions greater than earnings of MNI650
2,172
672
650
Deferred income tax expense6,181
18,208
Deferred income taxes(19,557)6,181
Debt financing and administrative costs2,025
3,367
2,313
2,026
Gain on extinguishment of debt
(1,250)
Pension contributions
(1,488)
Other, net169
(474)
Changes in operating assets and liabilities:  
Decrease in receivables4,245
6,951
4,758
4,245
Decrease (Increase) in inventories and other433
(199)
Decrease in accounts payable, compensation and other accrued liabilities and unearned revenue(7,677)(8,511)
Decrease in pension, postretirement and postemployment benefit obligations(1,880)(2,374)
Change in income taxes receivable or payable552
1,056
Other, net(8,027)1,635
Decrease (increase) in inventories and other(468)433
Decrease in accounts payable and other accrued liabilities(4,367)(7,677)
Decrease in pension and other postretirement and postemployment benefit obligations(1,575)(1,880)
Change in income taxes payable510
552
Other, including warrants(253)(7,529)
Net cash provided by operating activities33,385
41,551
35,115
33,385
Cash provided by (required for) investing activities:  
Purchases of property and equipment(2,079)(3,271)(2,452)(2,079)
Insurance settlement
30,646
Proceeds from sales of assets1,078
3,776
1,989
1,078
Distributions greater than earnings of TNI(397)749
Distributions greater (less) than earnings of TNI535
(397)
Other, net(489)
(995)(489)
Net cash provided by (required for) investing activities(1,887)31,900
Net cash required for investing activities(923)(1,887)
Cash provided by (required for) financing activities:  
Proceeds from long-term debt
5,000
Payments on long-term debt(32,249)(73,124)(32,064)(32,249)
Debt financing costs paid
(44)(5)
Common stock transactions, net(230)51
(443)(230)
Net cash required for financing activities(32,479)(68,117)(32,512)(32,479)
Net increase in cash and cash equivalents(981)5,334
Net increase (decrease) in cash and cash equivalents1,680
(981)
Cash and cash equivalents:  
Beginning of period16,984
11,134
10,621
16,984
End of period16,003
16,468
12,301
16,003

The accompanying Notes are an integral part of the Consolidated Financial Statements.

LEE ENTERPRISES, INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

1BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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 March 26, 201725, 2018 and theirour 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 20162017 Annual Report on Form 10-K.

Because of seasonal and other factors, the results of operations for the 13 weeks and 26 weeks ended March 26, 201725, 2018 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”“2018”, “2016”“2017” 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.

On June 30, 2017, in the Company's fourth fiscal quarter of 2017, we purchased the assets of the Dispatch-Argus serving Moline and Rock Island, Illinois for $7,150,000 plus an adjustment for working capital. The purchase included one daily newspaper, a weekly publication, two niche publications as well as the related digital platforms. The purchase was funded with cash on the balance sheet. Operating results of the Dispatch-Argus were consolidated beginning in the 13 weeks ended September 24, 2017.

Use of Estimates

The preparation of the Consolidated Financial Statements in conformity with Generally Accepted Accounting Principles ("GAAP") requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. We evaluate these estimates and judgments on an ongoing 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.

New accounting pronouncements

In August 2014,February 2018, the Financial Accounting Standards Board ("FASB") issued a new going concern standard.standard that gives entities the option to reclassify the tax effects related to items in accumulated other comprehensive income as a result of tax reform to retained earnings. The new standard provides guidance on how management evaluatesis effective for fiscal years beginning after December 15, 2018, and disclosesinterim periods within those fiscal years.

In March 2017, the Company's abilityFASB issued a new standard to continueimprove the presentation of pension and postretirement benefit expense. The new standard requires that the service cost component of pension and postretirement benefits expense is recognized as a going concern compensation expense, while the remaining components of the expense (benefit) are presented outside of operating income. The current presentation includes all components of the expense (benefit) as Compensation in our Consolidated Statements of Income and Comprehensive Income

for a look-forward periodthe periods presented. The adoption of one year from the financial statement issuance date. We adopted the new standard is required in 2017, as required.fiscal 2019. If adopted in fiscal year 2018, compensation expense would increase $2,776,000 on an annual basis.

In August 2016, the FASB issued a new standard to conform the presentation in the statement of cash flows for certain transactions, including cash distribution from equity method investments, among others. The adoption of the new standard is required in fiscal year 2020. The adoption of this standard will reclassify certain cash receipts within the Consolidation Statements of Cash Flows.

In March 2016, the FASB issued a new standard with improvements to the accounting for employee share-based payments. The new standard simplifies several aspects of the accounting for employee share-based payment transactions, including the accounting for income taxes and statutory tax withholding requirements, as well as classification in the statement of cash flows. We adopted this new standard in 2018, as required, and the adoption did not have a material impact on the Consolidated Financial Statements.

In February 2016, the FASB issued a new standard for the accounting treatment of leases. Under the new guidance, lessees will be required to recognize a lease liability and a right-of-use asset for all leases with terms greater than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the statement of income. We currently anticipate adopting the new lease standard in the first quarter of our fiscal year 2020. To date we have made progress in our assessment of the new lease standard. We are currently evaluating the provisions of the updated guidance and assessing the impact on our Consolidated Financial Statements, takenStatements.

In May 2014, the FASB issued a new revenue recognition standard which prescribes a single comprehensive model for entities to use to account for revenue arising from contracts with customers. The new guidance will supersede virtually all existing revenue guidance under U.S. GAAP and is effective for our fiscal year 2019. The core principle contemplated by this new standard is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount reflecting the consideration to which the entity expects to be entitled in exchange for those goods or services. New disclosures about the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers are also required. In April and May 2016, the FASB also issued clarifying updates to the new standard specifically to address certain core principles including the identification of performance obligations, licensing guidance, the assessment of the collectability criterion, the presentation of taxes collected from customers, noncash considerations, contract modifications, and completed contracts at transition.

We are currently evaluating the impact that the new revenue recognition standard will have on our financial statements and related disclosures. As part of the implementation process, we are holding regular meetings with key stakeholders to discuss the impact of the standard across our organization. We are continuing to review our customer contracts, identifying contractual provisions that may result in a change in the timing or the amount of revenue recognized and assessing the enhanced disclosure requirements of the new guidance. We expect to complete our assessment in the fourth quarter of fiscal year 2018.

We currently anticipate adopting the new revenue recognition standard using the modified retrospective approach in the fiscal year beginning October 1, 2018. This approach consists of recognizing the cumulative effect, if any, of initially applying the standard as an adjustment to opening retained earnings.

No other new accounting pronouncement issued or effective during the fiscal year had, or is expected to have, a whole.material impact on our Consolidated Financial Statements.

2    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 newspapersnewspaper 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:
13 Weeks Ended 26 Weeks Ended 13 Weeks Ended 26 Weeks Ended 
(Thousands of Dollars)March 26
2017

March 27
2016

March 26
2017

March 27
2016

March 25
2018

March 26
2017

March 25
2018

March 26
2017

  
Operating revenue12,507
14,039
25,821
28,821
11,851
12,507
25,081
25,821
Operating expenses9,770
11,102
19,770
22,443
9,354
9,770
19,338
19,770
Operating income2,737
2,937
6,051
6,378
2,497
2,737
5,743
6,051
Company's 50% share of operating income1,368
1,468
3,026
3,189
1,248
1,368
2,872
3,026
Less amortization of intangible assets104
104
209
209
104
104
209
209
Equity in earnings of TNI1,264
1,364
2,817
2,980
1,144
1,264
2,663
2,817

TNI makes weekly distributions of its earnings and for the 13 weeks ended March 25, 2018 and March 26, 2017 and March 27, 2016 we received $1,437,000$1,631,000 and $2,251,000$1,437,000 in distributions, respectively. In the 26 weeks ended March 25, 2018 and March 26, 2017 and March 27, 2016 we received $2,420,000$3,198,000 and $3,729,000$2,420,000 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 $159,000$127,000 and $(43,000)$159,000 in the 13 weeks ended March 25, 2018 and March 26, 2017, and March 27, 2016, respectively, and $301,000$261,000 and $(162,000)$301,000 in the 26 weeks ended March 26, 201725, 2018 and March 27, 2016,26, 2017, respectively.

Annual amortization of intangible assets is estimated to be $418,000 for the 52 or 53 weeks ending March 2018, 2019 and 2020.2020, respectively, and zero thereafter.

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:
13 Weeks Ended 26 Weeks Ended 13 Weeks Ended 26 Weeks Ended 
(Thousands of Dollars)March 26
2017

March 27
2016

March 26
2017

March 27
2016

March 25
2018

March 26
2017

March 25
2018

March 26
2017

  
Operating revenue14,382
15,550
31,424
33,339
13,838
14,382
29,903
31,424
Operating expenses, excluding workforce adjustments, depreciation and amortization12,548
13,047
25,928
26,660
12,016
12,548
24,948
25,928
Workforce adjustments129
19
155
19
146
129
210
155
Depreciation and amortization348
483
696
893
280
348
558
696
Operating income1,357
2,001
4,645
5,767
1,396
1,357
4,187
4,645
Net income929
1,290
3,200
3,648
928
929
2,656
3,200
Equity in earnings of MNI465
645
1,600
1,828
464
465
1,328
1,600

MNI makes quarterly distributions of its earnings and in the 13 weeks ended March 26, 201725, 2018 and March 27, 201626, 2017 we received dividends of $1,000,000$1,250,000 and $2,250,000,$1,000,000, respectively. In the 26 weeks ended March 26, 201725, 2018 and March 27, 201626, 2017 we received dividends of $2,250,000$2,000,000 and $4,000,000,$2,250,000, respectively.


3GOODWILL AND OTHER INTANGIBLE ASSETS

Changes in the carrying amount of goodwill are as follows:
 26 Weeks Ended
(Thousands of Dollars)March 2625
20172018

  
Goodwill, gross amount1,532,4581,535,155
Accumulated impairment losses(1,288,729)
Goodwill, beginning of period243,729246,426
Goodwill, end of period243,729246,426


Identified intangible assets consist of the following:
(Thousands of Dollars)March 26
2017

September 25
2016

March 25
2018

September 24
2017

  
Nonamortized intangible assets:  
Mastheads23,644
23,644
21,883
22,035
Amortizable intangible assets:  
Customer and newspaper subscriber lists687,212
687,182
692,016
691,994
Less accumulated amortization565,091
552,472
586,354
577,727
122,121
134,710
105,662
114,267
Noncompete and consulting agreements28,524
28,524
28,524
28,524
Less accumulated amortization28,524
28,524
28,524
28,524




Other intangible assets, net145,765
158,354
127,545
136,302

Annual amortization of intangible assets for the 52 or 53 weeks ended March 20182019 to March 20222023 is estimated to be $20,788,000, $16,546,000, $15,382,000, $15,119,000$16,992,000, $15,827,000, $15,564,000, $12,924,000 and $12,469,000,$12,019,000, respectively.

In January 2017, the Financial Accounting Standards Board ("FASB") issued a new standard simplifying the assessment of a goodwill impairment. The new standard maintains a qualitative and quantitative assessment but eliminates the Step 2 of the quantitative assessment. The new standard also changes the way a goodwill impairment is calculated. For companies with zero or negative carrying value, the new standard requires disclosure of the amount of goodwill for those reporting units. The adoption of the new standard is required in 2019. Early adoption of the standard is permitted for impairment tests performed after January 1, 2017. The Company has elected to early adopt this standard for its 2017 goodwill impairment test.

4DEBT

On March 31, 2014, we completed a comprehensive refinancing of our debt (the"2014 Refinancing"), which included the following:

$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”).


Debt is summarized as follows:
 
Interest Rates (%)
 
Interest Rates (%)
(Thousands of Dollars)March 26
2017

September 26
2016

March 26
2017
March 25
2018

September 24
2017

March 25
2018
    
Revolving Facility

6.48

5.63
1st Lien Term Loan
70,234
101,304
7.2524,645
45,145
7.90
Notes385,000
385,000
9.50385,000
385,000
9.50
2nd Lien Term Loan
129,684
130,863
12.00106,676
118,240
12.00
584,918
617,167
 516,321
548,385
 
Unamortized debt issue costs(24,421)(26,271) (19,621)(21,824) 
Less current maturities of long-term debt29,500
25,070
 
Current maturities of long-term debt30,904
30,182
 
Total long-term debt530,997
565,826
 465,796
496,379
 

Our weighted average cost of debt, excluding amortization of debt financing costs at March 26, 2017,25, 2018, is 9.8%9.9%.

At March 26, 2017,25, 2018, aggregate minimum required maturities of debt excluding amounts required to be paid from future excess cash flow computations total $16,988,000$18,759,000 for the remainder of 2017, $25,000,000 in 2018, $32,734,000$12,145,000 in 2019, zero$0 in 2020, zero$0 in 2021, $385,000,000 in 2022 and $510,196,000$100,417,000 thereafter.

In April 2015, the FASB issued a new standard for the presentation of debt issuance costs. The new standard streamlined 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 March 26, 2017,25, 2018, 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:
Period BeginningPercentage of Principal Amount
  
March 15, 2018104.75
March 15, 2019102.38
March 15, 2020100.00

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 March 27, 2016, we purchased $10,000,000 principal amount of Notes in a privately negotiated transaction. In the 26 weeks ended March 27, 2016, we purchased $15,000,000 principal amount of Notes in a privately negotiated transaction. The transactions resulted in a gain on extinguishment of debt totaling $725,000 and $1,250,000 respectively, in the 13 weeks and 26 weeks ended March 27, 2016 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 31, 2019 and the $40,000,000 Revolving Facility that matures inon December 28, 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 March 26, 2017,25, 2018, after consideration of letters of credit, we have approximately $33,318,000$33,835,000 available for future use under the Revolving Facility.

Interest

Interest on the 1st Lien Term Loan, which has a principal balance of $70,234,000$24,645,000 at March 26, 2017,25, 2018, 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 March 26, 2017,25, 2018, 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 includes adjustments 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 March 26, 2017,25, 2018, the required Lee Legacy Excess Cash Flow payment was $0.zero.

20172018 payments made, or required to be made for the remainder of the year, under the 1st Lien Term Loan are summarized as follows:
13 Weeks Ended13 Weeks Ending
13 Weeks Ended  13 Weeks Ending
(Thousands of Dollars)December 25
2016

March 26
2017

June 25
2017

September 24
2017

December 24
2017

March 25
2018

June 24
2018

September 30
2018

    
Mandatory6,250
6,250
6,250
6,250
6,250
6,250
6,250
6,250
Voluntary11,000
7,500


5,000
3,000


Excess cash flow payment70



17,320
13,750
6,250
6,250
11,250
9,250
6,250
6,250

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. Lee Legacy leverage as defined is 3.93x at March 25, 2018. 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 $129,684,000$106,676,000 at March 26, 2017,25, 2018, 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 including adjustments 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.

Prior to March 31, 2017, we were required to offer the Pulitzer Excess Cash Flow to the 2nd Lien Lenders to prepay the 2nd Lien Term Loan at par, which payment the 2nd Lien Lenders could accept or reject. After March 31, 2017, Pulitzer Excess Cash Flow is used to prepay 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. For the 13 weeks ended March 26, 2017, Pulitzer Excess Cash Flow totaled $4,488,000, which will be used to repay the 2nd Lien Term Loan in May 2017, at par.

Pulitzer Excess Cash Flow and the related payments on the 2nd Lien Term Loan for the previous four quarters are as follows:
For the Period Ending
(Thousands of Dollars)
Pulitzer Excess Cash Flow
Payment Date
Payment Amount
(not rejected)

    
March 27, 20162,730
Q3 2016525
June 26, 20161,583
Q4 2016299
September 25, 2016
Q1 2017
December 25, 2016930
Q2 2017174


Subject to certain other conditions in the 2nd Lien Term Loan, the balance of the 2nd Lien Term LoanPayments will also be repaid at par from proceeds from asset sales by the Pulitzer Subsidiaries that are not reinvested. For the 13 weeks ended March 26, 2017 and March 27, 2016, we repaid $575,000 and $1,246,000, respectively,made on the 2nd Lien Term Loan, at par, with net proceeds from asset sales by the sale of Pulitzer assets.Subsidiaries that are not reinvested subject to certain other conditions.

During the 13 and 26 weeks ended March 25, 2018, payments on the 2nd Lien Term Loan totaled $6,382,000 and $11,564,000, respectively. For the 13 weeks ended March 25, 2018, Pulitzer Excess Cash Flow totaled $6,259,000, which will be used to make a payment on the 2nd Lien Term Loan in May 2018, at par.

Voluntary payments under the 2nd Lien Term Loan are subject to call premiums as follows:
Period BeginningPercentage of Principal Amount
  
March 31, 2017106
March 31, 2018103
March 31, 2019100

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 remeasurere-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 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 $952,000 and $1,852,000$2,203,000 in the 13 weeks and 26 weeks ended March 26, 2017, respectively, and $1,844,000 and $3,080,000 in the 13 and 26 weeks ended March 27, 2016, respectively.25, 2018. Amortization of such costs is estimated to total $4,114,000 in 2017, $4,206,0002,029,000 in 2018, $4,051,0003,925,000 in 2019, $4,103,0004,005,000 in 2020, and $4,300,000$4,175,000 in 2021.2021, and

$4,359,000 in 2022. At March 26, 2017,25, 2018, we have $24,421,000$19,621,000 of unamortized debt financing costs recorded as a reduction of Long-term debt in our Consolidated Balance Sheets.

Liquidity
 
At March 26, 201725, 2018, after consideration of letters of credit, we have approximately $33,318,00033,835,000 available for future use under our Revolving Facility.Facility, which expires on December 28, 2018. Including cash, our liquidity at March 26, 201725, 2018 totals $49,321,000.$46,136,000. 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 range 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 March 26, 201725, 2018.


5PENSION, 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:
PENSION PLANS13 Weeks Ended 26 Weeks Ended 13 Weeks Ended 26 Weeks Ended 
(Thousands of Dollars)March 26
2017

March 27
2016

March 26
2017

March 27
2016

March 25
2018

March 26
2017

March 25
2018

March 26
2017

  
Service cost for benefits earned during the period21
49
42
98
12
21
24
42
Interest cost on projected benefit obligation1,349
1,515
2,698
3,030
1,438
1,349
2,876
2,698
Expected return on plan assets(1,969)(2,174)(3,938)(4,348)(1,983)(1,969)(3,966)(3,938)
Amortization of net loss736
599
1,472
1,198
506
736
1,012
1,472
Amortization of prior service benefit(34)(34)(68)(68)(34)(34)(68)(68)
Pension expense (benefit)103
(45)206
(90)(61)103
(122)206
    
POSTRETIREMENT MEDICAL PLANS13 Weeks Ended 26 Weeks Ended 13 Weeks Ended 26 Weeks Ended 
(Thousands of Dollars)March 26
2017

March 27
2016

March 26
2017

March 27
2016

March 25
2018

March 26
2017

March 25
2018

March 26
2017

  
Service cost for benefits earned during the period9
16
12
32

9

12
Interest cost on projected benefit obligation110
156
232
312
90
110
181
232
Expected return on plan assets(264)(331)(528)(662)(270)(264)(540)(528)
Amortization of net gain(243)(273)(480)(546)(246)(243)(492)(480)
Amortization of prior service benefit(365)(365)(730)(730)(196)(365)(392)(730)
Curtailment gains(3,741)
(3,741)
(2,031)(3,741)(2,031)(3,741)
Postretirement medical benefit(4,494)(797)(5,235)(1,594)(2,653)(4,494)(3,274)(5,235)

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 March 25, 2018, we expect to make contributions of $4,940,000 to our pension trust during the remainder of fiscal 2018.

In March 2017, we notified certain participants in one of our post employment medical plans of changes to their plans.plan and in December 2017, our fiscal second quarter, the plan was terminated. These changes resulted in a non-cash curtailment gain of $2,031,000 in the 13 weeks ended March 25, 2018 and $3,741,000 which isin the 13 weeks ended March 26, 2017. Curtailment gains are recorded in gain on sales of assets and other, net in the Consolidated Statements of incomeIncome and Comprehensive Income. These changes also reduced the postemployment benefit obligation by $5,158,000 and also reduced accumulated other comprehensive loss by $1,417,000.income.

Based on our forecast at March 26, 2017, we do not expect to make contributions to our pension trust and postretirement medical plans for the reminder of 2017.

6INCOME TAXES

On December 22, 2017, comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “2017 Tax Act”) was signed into law. Among other provisions, the 2017 Tax Act reduces the federal statutory corporate income tax rate from 35% to 21%. The reduction of the corporate tax rate caused us to re-measure our deferred tax assets and liabilities to the lower federal base rate of 21%. The discrete adjustment from revaluing our deferred tax assets and liabilities resulted in a provisional net decrease in income tax expense of $24,872,000 for the 26 weeks ended March 25, 2018.

The changes resulting from the 2017 Tax Act are complex and the final transitional impact of the 2017 Tax Act may differ from the above estimate, possibly materially, due to, among other things, changes in interpretations of the 2017 Tax Act, any legislative action to address questions that arise because of the 2017 Tax Act, changes in accounting standards for income taxes or related interpretations in response to the 2017 Tax Act and updates or changes to estimates the Company has used to calculate the transition impacts, including impacts from changes to current year earnings estimates and changes in the timing of reversals of deferred income tax assets and liabilities. The Securities Exchange Commission has issued rules that allow for a measurement period of up to one year after the enactment date of the 2017 Tax Act to finalize the recording of the related transitional impact. We did not make any adjustments to the provisional amount recorded and currently anticipate finalizing the transitional impact of the 2017 Tax Act in the fourth quarter of 2018.

Including the transitional impact of revaluing deferred tax assets and liabilities, we recorded an income tax expense of $927,000 and a tax benefit of $18,763,000 related to income before taxes of $3,460,000 and $19,097,000 for the 13 and 26 weeks ended March 25, 2018, respectively. We recorded income tax expense of $1,144,000 and $7,410,000 related to income before taxes of $7,521,000 and $26,228,000 for the 13 and 26 weeks ended March 26, 2017, respectively. For

The effective income tax rate for the 13 and 26 weeks ended March 27, 2016, we recorded $12,389,00025, 2018 was 26.8% and $19,535,000 in income tax expense related to income before taxes of $31,872,000 and $50,526,000, respectively. The effective income tax rates for the 13 weeks ended March 26, 2017 and March 27, 2016 were 15.2% and 38.9%a negative 98.3%, respectively. The effective income tax ratesrate for the 13 and 26 weeks ended March 26, 2017 was 15.2% and March 27, 2016 were 28.3% and 38.7%, respectively. The primarymajority of the differences between thesethe effective tax rates and the U.S. federal statutory rate of 35% aretax rates were due to the effecttransitional adjustments from the 2017 Tax Act as well as the nontaxable income and nondeductible expenses related to the fair value adjustment 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.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, 2016,2017, we had approximately $57,392,000$57,856,000 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.$6,247,000.

7EARNINGS PER COMMON SHARE

The following table sets forth the computation of basic and diluted earnings per common share:
13 Weeks Ended 26 Weeks Ended 13 Weeks Ended 26 Weeks Ended 
(Thousands of Dollars and Shares, Except Per Share Data)March 26
2017

March 27
2016

March 26
2017

March 27
2016

March 25
2018

March 26
2017

March 25
2018

March 26
2017

  
Income attributable to Lee Enterprises, Incorporated:6,128
19,228
18,301
30,465
2,239
6,128
37,242
18,301
Weighted average common shares56,607
55,610
56,268
55,231
57,070
56,607
56,924
56,268
Less weighted average restricted Common Stock(2,552)(2,434)(2,479)(2,073)(2,378)(2,552)(2,416)(2,479)
Basic average common shares54,055
53,176
53,789
53,158
54,692
54,055
54,508
53,789
Dilutive stock options and restricted Common Stock1,415
575
1,631
619
1,169
1,415
1,309
1,631
Diluted average common shares55,470
53,751
55,420
53,777
55,861
55,470
55,817
55,420
Earnings per common share:  
Basic0.11
0.36
0.34
0.57
0.04
0.11
0.68
0.34
Diluted0.11
0.36
0.33
0.57
0.04
0.11
0.67
0.33

For the 13 and 26 weeks ended March 26, 2017,25, 2018, 6,823,5006,500,900and6,706,603, 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. For the 13 and 26 weeks ended March 27, 2016, 7,658,00026, 2017,6,823,500, weighted average shares 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.


8STOCK OWNERSHIP PLANS

A summary of stock option activity during the 26 weeks ended March 26, 201725, 2018 follows:
(Thousands of Dollars and Shares, Except Per Share Data)Shares
Weighted
Average
Exercise
Price

Weighted
Average
Remaining
Contractual
Term (Years)
Aggregate
Intrinsic
Value

Shares
Weighted
Average
Exercise
Price

Weighted
Average
Remaining
Contractual
Term (Years)
Aggregate
Intrinsic
Value

      
Outstanding, September 25, 20161,698
2.42
  
Outstanding, September 24, 20171,271
1.86
  
Exercised(286)1.52
  (18)1.39
  
Cancelled(62)18.99
  (12)1.99
  
Outstanding, March 26, 20171,350
1.85
4.11,016
Outstanding, March 25, 20181,241
1.86
3.1448
      
Exercisable, March 26, 20171,350
1.85
4.11,016
Exercisable, March 25, 20181,241
1.86
3.1448

Restricted Common Stock

The table below summarizes restricted Common Stock activity during the 26 weeks ended March 26, 2017:25, 2018:
(Thousands of Shares, Except Per Share Data)Shares
Weighted
Average
Grant Date
Fair Value

Shares
Weighted
Average
Grant Date
Fair Value

  
Outstanding, September 27, 20162,462
2.74
Outstanding, September 24, 20172,478
2.69
Vested(719)3.60
(644)3.62
Granted812
3.35
572
2.32
Cancelled(9)2.34
(57)2.96
Outstanding, March 2, 20172,546
2.70
Outstanding, March 25, 20182,349
2.34
Total unrecognized compensation expense for unvested restricted Common Stock at March 26, 201725, 2018 is $3,879,000,$3,003,892, which will be recognized over a weighted average period of 1.71.5 years.

9FAIR 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,$6,318,000, including our 17% ownership of the nonvoting common stock of TCT and a private equity investment, are carried at cost. As of March 31,September 30, 2017, based on the most recent data available, the approximate fair value of the private equity

investment is $8,164,000,$9,183,000, which is a level 3 fair value measurement. Fair value of the remaining investments approximates book value.

The fair value of floating rate debt, which consists of our 1st Lien Term Loan, is $70,277,000,$24,645,000, based on an average of private market price quotations. Our fixed rate debt consists of $385,000,000 principal amount of the Notes and $129,684,000$106,676,000 principal amount under the 2nd Lien Term Loan. At March 26, 2017,25, 2018, based on private market price quotations, the fair values were $399,437,000$401,603,000 and $136,492,000$109,876,000 for the Notes and 2nd Lien Term Loan, respectively. These represent level 2 fair value measurements.

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 March 26,September 2017, December 25, 20162017 and September 25, 2016March 2018 is $4,382,000, $8,665,000$1,580,000, $2,011,000 and$11,760,000, $1,456,000, respectively. Fair value is determined using the Black-Scholes option pricing model. These represent level 2 fair value measurements.

10COMMITMENTS 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

OneThe Company contributes to three multiemployer pension plans. In June 2017, a union contract covering certain of our enterprise's bargaining units withdrewemployees under a multiemployer pension plan expired resulting in a partial withdrawal from representation, and as a result we are subject to a future claim fromone of the multiemployer plans. In 2017, the Company recorded an estimate of the partial withdrawal liability totaling $2,600,000. Once the multiemployer pension plan for aplan's administrators finalize the partial withdrawal liability. The amount and timing of such liability, it 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 fundedpaid in equal installments over a period of 20 years.twenty year period.


Item 2.       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 13 weeksweeks and 26 weeks ended March 26, 201725, 2018. This discussion should be read in conjunction with the Consolidated Financial Statements and related Notes thereto, included herein, and our 20162017 Annual Report on Form 10-K.

NON-GAAP FINANCIAL MEASURES

We use non-GAAP financial performance measures for purposes of evaluating our performance and liquidity. We believe that each of the non-GAAP measures presented provides useful information to investors by allowing them to view our businesses through the eyes of our management and Board of Directors, facilitating comparison of results across historical periods, and providing a focus on the underlying ongoing operating performance and liquidity of our businesses. The non-GAAP financial measures we use are as follows:

Adjusted EBITDA is a non-GAAP financial performance measure that enhances a financial statement user's 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 understand 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 nonoperating expenses (income), net, income tax expense (benefit), depreciation, amortization, loss (gain) on sale of assets, impairment charges, workforce adjustment costs, stock compensation and our 50% share of EBITDA from TNI and MNI, minus equity in earnings of TNI and MNI and curtailment gains.

Adjusted Income (Loss) and Adjusted Earnings (Loss) Per Common Share are non-GAAP financial performance measures that we believe offer a useful metric to evaluate overall performance of the Company by providing financial statement users the operating performance of the Company on a per share basis excluding the impact of changes in the warrant valuation as well as unusual and infrequent transactions. It is defined as income (loss) attributable to Lee Enterprises, Incorporated and earnings (loss) per common share adjusted to exclude the impact of the warrant valuation unusual matters and thosethe impact of a substantially non-recurring nature.the 2017 Tax Act.

Cash Costs is a non-GAAP financial performance measure of operating expenses that are settled in cash and is useful to investors in understanding the components of the Company’s cash operating costs. Generally, the Company provides forward-looking guidance of Cash Costs, which can be used by financial statement users to assess the Company's ability to manage and control its operating cost structure. Cash Costs is defined as compensation, newsprint and ink, other operating expenses and certain unusual matters, such as workforce adjustment costs.and other. Depreciation, amortization, impairment charges, other non-cash operating expenses and other unusual mattersoperating expenses are excluded. Cash Costs are also presented excluding workforce adjustments, which are paid in cash.

We also present revenue and certain operating expense trends on a Same Property basis which excludes the operating results of the Daily Herald in Provo, UT, which was sold in August 2016. Same Property results are useful to investors in understanding the revenue and operating expense trends excluding the impact of changes due to operations no longer owned by the Company.

A table reconciling Adjusted EBITDA to net income (loss), the most directly comparable measure under GAAP, is set forth in Item 2, included herein, under the caption "Reconciliation of Non-GAAP Financial Measures".

Reconciliations of adjusted income (loss) and adjusted earnings (loss) per common share to income (loss) attributable to Lee Enterprises, Incorporated and earnings (loss) per common share, respectively, the most directly comparable measures under GAAP, are set forth in Item 2, included herein, under the caption “Overall Results”.

The subtotals of operating expenses representing cash costs and cash costs excluding workforce adjustments and other can be found in tables in Item 2, included herein, under the captions “13 Weeks Ended March 26, 2017"25, 2018" and "26“26 Weeks Ended March 26, 2017".

Same Property trends can be found in tables in Item 2, included herein, under the captions "13 Weeks Ended March 26, 2017" and "26 Weeks Ended March 26, 2017"25, 2018".

These non-GAAP financial measures should not be considered in isolation from or as a substitute for the related consolidated GAAP measures, and should be read together with financial information presented on a GAAP basis.


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:
13 Weeks Ended 26 Weeks Ended 13 Weeks Ended 26 Weeks Ended 52 Weeks Ended
(Thousands of Dollars)March 26
2017

March 27
2016

March 26
2017

March 27
2016

March 25
2018

March 26
2017

March 25
2018

March 26
2017

March 25 2018
  
Net Income6,377
19,483
18,818
30,991
2,533
6,377
37,860
18,818
47,647
Adjusted to exclude  
Income tax expense1,144
12,389
7,410
19,535
Non-operating expenses (income), net11,285
(13,129)24,017
4,626
Income tax expense (benefit)927
1,144
(18,763)7,410
(14,562)
Non-operating expenses, net13,810
11,285
28,713
24,017
57,027
Equity in earnings of TNI and MNI(1,729)(2,009)(4,417)(4,808)(1,608)(1,729)(3,991)(4,417)(7,183)
Loss (gain) on sale of assets, net(3,783)(438)(3,716)(1,409)
Loss on sale of assets and other, net(1,300)(3,783)(1,297)(3,716)(1,248)
Impairment of intangible and other assets



2,517
Depreciation and amortization10,318
10,941
20,698
21,884
8,016
10,318
16,068
20,698
36,652
Workforce adjustments2,405
588
2,470
1,192
Workforce adjustments and other1,816
2,405
2,284
2,470
7,337
Stock compensation559
594
1,083
1,164
497
559
1,016
1,083
2,021
Add:  
Ownership share of TNI and MNI EBITDA (50%)2,220
2,711
5,696
6,519
2,086
2,220
5,245
5,696
9,476
Adjusted EBITDA28,796
31,130
72,059
79,694
26,777
28,796
67,135
72,059
139,684
    
CRITICAL ACCOUNTING POLICIES

Our discussion and analysis of results of operations and financial condition are based upon our Consolidated Financial Statements, which have been prepared in accordance with Generally Accepted Accounting Principles ("GAAP"). The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. We evaluate these estimates and judgments on an ongoing 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.

Our critical accounting policies include the following:
 
Goodwill andIntangible assets, other intangible assets;than goodwill;
Pension, postretirement and postemployment benefit plans;
Income taxes;
Revenue recognition; and
Uninsured risks.

Additional information regarding these critical accounting policies can be found under the caption “Management's Discussion and Analysis of Financial Condition and Results of Operations” in our 20162017 Annual Report on Form 10-K.


IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

In March 2017, the Financial Accounting Standards Board ("FASB") issued a new standard to improve the presentation of pension and postretirement benefit expense. The new standard requires that the service cost component of pension and postretirement benefits expense is recognized as compensation expense, while the remaining components of the expense are presented outside of operating income. The current presentation includes all components of the expense as Compensation in our Consolidated Statements of Income and Comprehensive Income. The adoption of the new standard is required in 2019.

In August 2016, the FASB issued a new standard to conform the presentation in the statement of cash flows for certain transactions, including cash distribution from equity method investments, among others. The adoption of the new standard is required in 2020. The adoption of this standard will reclassify certain cash receipts within the Consolidation Statements of Cash Flows.

In March 2016, the FASB issued a new standard with improvements to the accounting for employee share-based payments. The new standard simplifies several aspects of the accounting for employee share-based payment transactions, including the accounting for income taxes and statutory tax withholding requirements, as well as classification in the statement of cash flows. The adoption of the new standard is required in 2018. We have not determined the potential effects on the Consolidated Financial Statements.

In February 2016, the FASB issued a new standard for the accounting treatment of leases. The new standard is based on the principle that entities should recognize assets and liabilities arising from leases. The new standard does not significantly change the lessees’ recognition, measurement and presentation of expenses and cash flows from the previous accounting standard. Leases are classified as finance or operating. The new standards primary change is the requirement for entities to recognize a lease liability for payments and a right of use asset representing the right to use the leased asset during the term on operating lease arrangements. Lessees are permitted to make an accounting policy election to not recognize the asset and liability for leases with a term of twelve months or less. Lessors’ accounting under the new standard is largely unchanged from the previous accounting standard. In addition, the new standard expands the disclosure requirements of lease arrangements. Lessees and lessors will use a modified retrospective transition approach, which includes a number of practical expedients. The adoption of this new standard is required in the first quarter of fiscal year 2020 with early adoption permitted. We have not determined the potential effects on the Consolidated Financial Statements.

In May 2014, the FASB issued new accounting requirements for the recognition of revenue from contracts with customers. The new requirements include additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. In April and May 2016, the FASB also issued clarifying updates to the new standard specifically to address certain core principles including the identification of performance obligations, licensing guidance, the assessment of the collectability criterion, the presentation of taxes collected from customers, noncash considerations, contract modifications, and completed contracts at transition. The adoption of these requirements is required in 2019.

We currently anticipate adopting the new revenue recognition standard in the fiscal year beginning October 1, 2018. We are currently evaluating the impact that the updated guidance will have on our financial statements and related disclosures.

EXECUTIVE OVERVIEW

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, whichserve. We are located primarily in the Midwest, Mountain West and West regions of the United States. With the exception of St. Louis, Missouri,States, and our 49 daily newspaper markets (including TNI Partners ("TNI") and Madison Newspapers, Inc. ("MNI")), across 2221 states are principally midsizemid-sized or small. ThroughOur printed newspapers reach more than 0.8 million households daily and more than 1.1 million on Sunday, with estimated readership totaling three million. Our web and mobile sites are the number one digital source of local news in most of our print and digital platforms, we reach an overwhelming majority of adults in our markets.markets, reaching more than 27 million unique visitors each month.

Our products include:

46 daily and 34 Sunday newspapersnewspapers; all with printrelated digital operations; and digital subscribers totaling 0.9 million and 1.2 million, respectively, for the 13 weeks ended March 26, 2017. We estimate that almost three million people read our printed daily newspapers each day; and


Nearly 300 weekly newspapers and classifiedniche publications, most with related digital operations.


We also operate TownNews.com, through our 82.5% owned subsidiary INN Partners, L.C. ("TownNews.com"). TownNews.com provides digital infrastructure and digital publishing services for nearly 1,600 daily and weekly newspapers as well as universities, television stations, niche publications.publications, and Lee Enterprises properties.

Our markets have established retail bases, and mostbases. Most are regional shopping hubs. Wehubs, and we are located in four state capitals. Six of our top ten markets, by revenue, include major universities, and seven are home to major corporate headquarters. We believe that all of these factors have had a positive impact on advertising revenue. Community newspapers and their associated digital media remain a valuable sourceoperating the dominate provider of local news, information and information attracting large local audiences and are an effective means for local advertisersadvertising in these markets - combined with our ability to reach their customers. We believe our audiences across these communities tend to be loyal readers who actively seekdistribute our content and serve as an attractive target for our advertisers.
We do not face significant competition from other local daily newspapers in most of our markets, although there is competition for audience in those markets from other media. In our top ten markets by revenue, only two have significant local daily print competition.

Our primary source of revenue is advertising and marketing services, followed by subscription revenue. Over the last several years, the advertising industry has experienced a shift fromacross print and other traditional media towards digital advertising as readership has also shifted from printplatforms - enables us to digital. In addition,better execute our printed newspaper paid subscription and single copy unit sales have declined. We have offset some of our declines in print advertising and marketing services revenue by growing our digital advertising revenue. Subscription revenue has been maintained by increasing subscription rates which includes full access, selling premium day sections and increasing the number of paid digital subscribers.strategy.

We have a full access subscription model, which provides subscribers with completegenerate revenue primarily through print and digital access, including desktop, mobile, tabletadvertising, subscriptions to our publications and replica editions. These are offered as packages with print home delivery or as digital-only subscriptions, with subscription rates reflectivedigital services, primarily through TownNews.com. Our operations also provide commercial printing, distribution of the expanded access.

We continue to transform our business modelthird party publications and carefully manage our costs to maintain strong cash flows and margins.marketing services.

IMPAIRMENT OF GOODWILL AND OTHER ASSETS

We have significant amounts of goodwill and identified intangible assets. Since 2007 we have recorded impairment charges totaling almost $1.3 billion to reduce the value of certain of these assets. Should general economic, market or business conditions decline, and have a negative impact on our stock price or projected future cash flows, we may be required to record additional impairment charges in the future. Such impairment charges would not impact our reported cash flows or debt covenant compliance.

DEBT AND LIQUIDITY

We have a substantial amount of debt, as discussed more fully in Note 4 of the Notes to Consolidated Financial Statements, included herein. Since February 2009, we have satisfied all interest payments and substantially all principal payments due under our debt facilities with our cash flows and asset sales.

As of March 26, 2017,25, 2018, our debt consists of the following:

$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 March 26, 2017;25, 2018;
 
$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 $70,234,000$24,645,000 is outstanding at March 26, 2017;25, 2018; 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 $129,684,000$106,676,000 is outstanding at March 26, 2017.25, 2018.

Our ability to make payments on our indebtedness will depend on our ability to generate future cash flows from operations. Cash generated from future asset sales could serve as an additional source of repayment. This ability, to a certain extent, is subject to general economic, financial, competitive, business, legislative, regulatory and other factors that are beyond our control.


At March 26, 2017,25, 2018, after consideration of letters of credit, we have approximately $33,318,000$33,835,000 available for future use under our Revolving Facility.Facility, which expires December 28, 2018. Including cash, our liquidity at March 26, 201725, 2018 totals $49,321,000.$46,136,000. This liquidity amount excludes any future cash flows. Our adjusted EBITDA has been strong for the last seven years and has exceeded $145,000,000 in each year from 2011 throughtotaled $139,684,000 for the trailing twelve months ended March 26, 2017,25, 2018, but there can be no assurance that such performance will continue. We expect all interest and principal payments due in the next twelve months will be satisfied by our cash flows from operations and certain asset sales, which will allow us to maintain an adequate level of liquidity.

At March 26, 2017,25, 2018, the principal amount of our outstanding debt totaled $584,918,000.$516,321,000. The March 26, 201725, 2018 principal amount of our debt, net of cash, is 3.893.61 times our trailing twelve months adjusted EBITDA, compared to a ratio of 4.0 at March 27, 2016.EBITDA.

Final maturities of our debt range 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, if necessary. 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 March 26, 2017.25, 2018.

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 year.


13 WEEKS ENDED MARCH 26, 201725, 2018

Operating results, as reported in the Consolidated Financial Statements, are summarized below.
13 Weeks Ended  
(Thousands of Dollars, Except Per Share Data)March 26
2017

March 27
2016

Percent
Change

Same Property
March 25
2018

March 26
2017

Percent Change
 
Advertising and marketing services revenue: 
Retail49,005
55,682
(12.0)(10.3)
Classified21,786
24,721
(11.9)(10.7)
National4,405
5,492
(19.8)(18.8)
Niche publications and other2,337
2,836
(17.6)(16.4)
Total advertising and marketing services revenue77,533
88,731
(12.6)(11.1)
Advertising and marketing services revenue71,553
77,533
(7.7)
Subscription45,009
46,658
(3.5)(2.5)45,972
45,009
2.1
Digital services3,481
3,414
2.0
2.0
Commercial printing2,523
3,043
(17.1)(15.8)
Other4,841
4,989
(3.0)(2.8)10,280
10,845
(5.2)
Total operating revenue133,387
146,835
(9.2)(7.9)127,805
133,387
(4.2)
Operating expenses:  
Compensation52,414
58,850
(10.9)(9.9)48,656
52,414
(7.2)
Newsprint and ink6,200
6,053
2.4
2.4
5,640
6,200
(9.0)
Other operating expenses48,756
54,107
(9.9)(7.6)49,315
48,756
1.1
Workforce adjustments2,405
588
NM
NM
Cash costs excluding workforce adjustments and other103,611
107,370
(3.5)
Workforce adjustments and other1,816
2,405
(24.5)
Cash costs109,775
119,598
(8.2)(6.6)105,427
109,775
(4.0)
23,612
27,237
(13.3)(13.4)22,378
23,612
(5.2)
Depreciation and amortization10,318
10,941
(5.7) 
Depreciation3,685
4,008
(8.1)
Amortization4,331
6,310
(31.4)
Gain on sales of assets and other, net(3,783)(438)NM
 (1,300)(3,783)(65.6)
Equity in earnings of associated companies1,729
2,009
(13.9) 1,608
1,729
(7.0)
Operating income18,806
18,743
0.3
 17,270
18,806
(8.2)
Non-operating income (expense), net(11,285)13,129
NM
 
Non-operating income (expense): 
Interest expense(13,274)(14,637)(9.3)
Debt financing and administrative cost(1,217)(1,075)13.2
Other, net681
4,427
(84.6)
Non-operating expenses, net(13,810)(11,285)22.4
Income before income taxes7,521
31,872
(76.4) 3,460
7,521
(54.0)
Income tax expense1,144
12,389
(90.8) 927
1,144
(19.0)
Net income6,377
19,483
(67.3) 2,533
6,377
(60.3)
Net income attributable to non-controlling interests(249)(255)(2.4) (294)(249)18.1
Income attributable to Lee Enterprises, Incorporated6,128
19,228
(68.1) 2,239
6,128
(63.5)
Other comprehensive income (loss), net of income taxes894
(43)NM
 
Other comprehensive income, net of income taxes(36)894
NM
Comprehensive income attributable to Lee Enterprises, Incorporated7,022
19,185
(63.4) 2,203
7,022
(68.6)
Earnings per common share:  
Basic0.11
0.36
(69.4) 0.04
0.11
NM
Diluted0.11
0.36
(69.4) 0.04
0.11
NM

References to the "2018 Quarter" refer to the 13 weeks ended March 25, 2018. Similarly, references to the "2017 Quarter" refer to the 13 weeks ended March 26, 2017. Similarly, references to the "2016 Quarter" refer to the 13 weeks ended March 27, 2016. Due to publications purchased in 2017 and the dispositionsale of the Daily Herald a newspaper in Provo, UT in August of 2016, all2018, certain of the revenue and operating expense trends discussed below are on a same property basis, unless otherwise noted.basis.

Advertising and Marketing Services Revenue

In the 20172018 Quarter, advertising and marketing services revenue decreased $9,721,000,$5,980,000, or 11.1%,7.7% compared to the 20162017 Quarter. RetailOn a same property basis, advertising decreased 10.3%and marketing services declined 9.9%. The decrease in advertisingadvertising and marketing services revenue is due to continued softness in print advertising demand resulting in reduced advertising volume primarily from large retailers,retail, big box stores and classifieds. Digital retail advertising on a stand-alone basis which is the largest digital advertising category, increased 14.1%6.5%, representing par62.7%tially offsetting print declines.


Classified revenue decreased $2,617,000, or 10.7%, in the 2017 Quarter as we continue to experience a reduction in print advertising in automotive, employment and real estate in most of our markets. Digital classified revenue on a stand-alone basis increased 12.1%.total digital advertising.

NationalDigital advertising decreased $1,020,000, or 18.8%, and digital national advertising on a stand-alone basis decreased 6.9%.

On a stand alone basis, digital advertising and marketing services revenue increased 11.3%2.7% to $22,235,000$22,852,000 in the 20172018 Quarter representing 28.7%and represents 31.9% of total advertising and marketing services revenue. Totalrevenue. On a same property basis digital advertising increased 2.2%.Total digital revenue including advertising and marketing servicesTownNews.com and all other digital business totaled $25,716,000$26,666,000 in the 20172018 Quarter, an increase of 10.0%3.6% over the 20162017 Quarter. Print advertising, including preprints and print marketing services revenue, decreased 17.8%.

Subscription and Other Revenue

Subscription revenue decreased $1,154,000, or 2.5%, in the 2017 Quarter. Revenue declines were due to lower volumes partially offset by higher subscription rates and charges for premium content. During the 2017 Quarter, we implemented rate increases in most of our markets that we believe will have a favorable impact on subscription revenue in the second half of 2017.

Our average daily newspaper circulation, including TNI, MNI and digital subscribers, totaled 0.9 million in the 2017 Quarter. Sunday circulation totaled 1.2 million.
Digital services revenue increased $67,000, or 2.0%, largely due to TownNews.com which generates the majority of its revenue from content management services at our properties as well as 1,600 other newspapers and other media operations. Commercial printingoperations.

Subscription and Other Revenue

Subscription revenue decreased $473,000,increased $963,000, or 15.8%2.1%, in the 20172018 Quarter and decreased $179,000, or 0.4% on a same property basis. Higher subscription rates and charges for premium content helped offset lower paid circulation units. Our average daily newspaper circulation, including TNI, MNI and digital subscribers, totaled 0.8 million in the 2018 Quarter. Sunday circulation totaled 1.1 million.
Other revenue, which consists of digital services, commercial printing, revenue from delivery of third party products and the sale of books, decreased 5.2% in the 2018 Quarter. The decrease was due to decreased volume for existing customersdeclines in commercial printing and third party delivery, partially offset by an increase in content management services revenue at several of our largest markets.TownNews.com.

Excluding intercompany revenue, revenue at TownNews.com increased 17.0% to $3,528,000 in the 2018 Quarter.

In the 20172018 Quarter, our mobile, tablet, desktop and app sites, including TNI and MNI, attracted an average of 26.777.5 million unique visitors with 228.9 million page views;visits per month, a 4.4% and 6.2%11.6% increase respectively, compared to the 20162017 Quarter. ResearchIncreased audience engagement is driving a higher number pages viewed per user session in the 2018 Quarter. Our research in our larger markets indicates we continue to reach over 76%are maintaining our share of all adultsaudience in the marketour markets through the combination of strong digital audience growth and strong print newspaper readership.

Operating Expenses

Operating expenses for the 20172018 Quarter decreased 9.2%3.6%. Cash costs excluding workforce adjustments decreased $7,770,000, or 6.6%, in3.5% compared to the 2017 Quarter.prior year quarter and decreased 6.0% on a same property basis.

Compensation expense decreased $5,729,000,$4,921,000, or 9.9%, in the 2017 Quarter,9.4% on a same property basis driven by lower self-insured medical costs and a decline of 7.2%13.1% in average full-time equivalent employees.

Newsprint and ink costs increased $147,000,decreased $566,000, or 2.4%,9.2% on a same property basis due to a 15.4% reduction in the 2017 Quarter, as a result of newsprint price increasesvolume from unit declines and using lower basis weight newsprint partially offset by anhigher prices. 13.1% reduction in newsprint volume. See Item 3, “Commodities”, included herein, for further discussion and analysis of the impact of newsprint prices on our business.

Other operating expenses which are comprised of for the 2018 Quarter decreased $940,000, or 1.9% on a same property basis. Other operating expenses include all operating costs not considered to be compensation, newsprint, depreciation, amortization, or unusual matters includingworkforce adjustments and other. The largest components of these costs include delivery, postage, outsourced printing, digital cost of goods sold and facility expenses among others, decreasedexpenses. $4,005,000, or 7.6%, in the 2017 Quarter. Cost reductions were primarily related to the impact of both subscriberlower delivery cost and a decreaseother print-related costs offset in postagepart by higher costs primarily related to a reduction in direct mail advertising volumes.associated with growing digital revenue.

Excluding workforce adjustments, cashWorkforce adjustment and other costs decreased 8.2%totaled $1,816,000 and $2,405,000 in the 2017 Quarter.

Reductions in staffing resulted in workforce adjustment costs totaling $2,405,000 and $588,000 in the 20172018 Quarter and 20162017 Quarter, respectively.

For fiscal 2017, we expect cash cost excluding workforce adjustments, to decrease between 6.0% to 6.5%.


Results of Operations

On a GAAP basis, depreDepreciation expense decreased $317,000,$323,000, or 7.3%8.1%, and amortization expense decreased $306,000,$1,979,000, or 4.6%31.4%, in the 20172018 Quarter. Gain on sales

Sales of operating assets and other, net includingresulted in a $3,741,000 curtailmentnet gain resultedof $1,300,000 in the 2018 Quarter compared to a net gain of $3,783,000 in the 2017 Quarter. The net gain includes a $2,031,000 and a $3,741,000 curtailment gain in the 2018 Quarter and $438,000 in the 2016 Quarter.2017 Quarter, respectively.

Equity in earnings of TNI and MNI decreased $280,000121,000 in the 20172018 Quarter.

The factors noted above resulted in operating income of $17,270,000 in the 2018 Quarter compared to $18,806,000 in the 2017 Quarter compared to $18,743,000 in the 2016 Quarter.


Nonoperating Income and Expense

Interest expense decreased $1,644,0001,363,000, or 10.1%9.3%, to $14,637,00013,274,000 in the 20172018 Quarter due to lower debt balances.Our weighted average cost of debt, excluding amortization of debt financing costs, increasedwas 9.9% at the end of the 2018 Quarter compared to 9.8% at the end of the 2017 Quarter, compared to 9.6% atas the end of the 2016 Quarter, as our Notes and 2nd Lien Term Loan balances are now a greater percentagemajority of our outstanding debt due torepayments were made on the ongoing reduction of the 1st1st Lien Term Loan, our lowest cost of debt.

We recognized $1,075,000$1,217,000 of debt financing and administrative costs in the 20172018 Quarter compared to $2,034,000$1,075,000 in the 20162017 Quarter. The majority of the costs represent amortization of refinancing costs paid in 2014.

Due to the fluctuation in the price of our Common Stock, we recorded non-operating income of $555,000 in the 2018 Quarter and $4,283,000 in 2017 Quarter and a non-operating expense of $62,000 in the 20162017 Quarter, related to the changes in the value of the Warrants.
 
In the 2016 Quarter, we recognized a $30,646,000 gain on an insurance settlement. The settlement represents our share of a subrogation recovery arising from the settlement of claims for damages suffered as a result of a 2009 loss at one of the Lee Legacy production facilities.

In the 2016 Quarter, we also recorded a $725,000 gain on extinguishment of debt purchased at a discount.


Overall Results

We recognizedrecorded an income tax expense of $1,144,000,$927,000, resulting in an effective tax rate of 26.8% in the 2018 Quarter compared to 15.2% in the 2017 Quarter compared to 38.9% in the 2016 Quarter. See Note 6 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.

As a result of the factors noted above, income attributable to Lee Enterprises, Incorporated totaled $6,128,000 in the 2017 Quarter compared to $19,228,000 in the 2016 Quarter. We recorded earnings per diluted common share of $0.11 in the 2017 Quarter and $0.36 in the 2016 Quarter. Excluding unusual matters, as detailed in the table below, we recognized a loss of $0.01 per diluted common share, as adjusted, in the 2017 Quarter, the same as the 2016 Quarter. Per share amounts may not add due to rounding.
 13 Weeks Ended 
 March 26
2017
 March 27
2016
 
(Thousands of Dollars, Except Per Share Data)Amount
Per Share
Amount
Per Share
     
Income attributable to Lee Enterprises, Incorporated, as reported6,128
0.11
19,228
0.36
Adjustments:    
Warrants fair value adjustment(4,283) 62
 
Gain on insurance settlement
 (30,646) 
Curtailment gains(3,741) 
 
 (8,024) (30,584) 
Income tax effect of adjustments, net1,309
 10,726
 
 (6,715)(0.12)(19,858)(0.37)
Income (loss) attributable to Lee Enterprises, Incorporated, as adjusted(587)(0.01)(630)(0.01)


26 WEEKS ENDED MARCH 26, 2017

Operating results, as reported in the Consolidated Financial Statements, are summarized below. Certain prior period amounts have been reclassified to conform with the current year presentation.
 26 Weeks Ended 
(Thousands of Dollars, Except Per Share Data)March 26
2017

March 27
2016

Percent
Change

Same Property
     
Operating revenue:    
Retail110,876
125,363
(11.6)(9.8)
Classified44,023
50,842
(13.4)(12.4)
National10,705
12,380
(13.5)(12.4)
Niche publications and other4,964
5,783
(14.2)(13.5)
Total advertising and marketing services revenue170,568
194,368
(12.2)(10.7)
Subscription93,896
97,089
(3.3)(2.2)
Digital services6,955
6,730
3.3
3.3
Commercial printing5,297
6,269
(15.5)(14.4)
Other10,660
10,784
(1.1)(1.0)
Total operating revenue287,376
315,240
(8.8)(7.5)
Operating expenses:    
Compensation107,470
117,514
(8.5)(7.5)
Newsprint and ink13,093
12,738
2.8
2.8
Other operating expenses101,533
112,977
(10.1)(7.8)
Workforce adjustments2,470
1,192
NM
NM
Cash costs224,566
244,421
(8.1)(6.5)
 62,810
70,819
(11.3)(10.9)
Depreciation and amortization20,698
21,884
(5.4) 
Gain on sales of assets and other, net(3,716)(1,409)NM
 
Equity in earnings of associated companies4,417
4,808
(8.1) 
Operating income50,245
55,152
(8.9) 
Non-operating expense, net(24,017)(4,626)NM
 
Income before income taxes26,228
50,526
(48.1) 
Income tax expense7,410
19,535
(62.1) 
Net income18,818
30,991
(39.3) 
Net income attributable to non-controlling interests(517)(526)(1.7) 
Income attributable to Lee Enterprises, Incorporated18,301
30,465
(39.9) 
Other comprehensive loss, net of income taxes949
(86)NM
 
Comprehensive income attributable to Lee Enterprises, Incorporated19,250
30,379
(36.6) 
Earnings per common share:    
Basic0.34
0.57
(40.4) 
Diluted0.33
0.57
(42.1) 

References to the "2017 Period" refer to the 26 weeks ended March 26, 2017. Similarly, references to the "2016 Period" refer to the 26 weeks ended March 27, 2016. Due to the disposition of the Daily Herald in Provo, UT in August of 2016, all of the revenue and operating expense trends discussed below are on a same property basis, unless otherwise noted.

Advertising and Marketing Services Revenue

In the 2017 Period, advertising and marketing services revenue decreased $20,497,000, or 10.7%, compared to the 2016 Period. Retail advertising decreased 9.8%. The decrease in retail advertising revenue is due to reduced advertising volume primarily from large retail, big box stores and classifieds. Digital retail advertising on a stand-alone basis increased 10.7%, partially offsetting print declines.


Classified revenue decreased $6,213,000, or 12.4%, in the 2017 Period as we continue to experience a reduction in print advertising from automotive, employment and real estate in most of our markets. Digital classified revenue on a stand-alone basis increased 8.0%.

National advertising decreased $1,521,000, or 12.4%. Digital national advertising on a stand-alone basis increased 2.5%.

On a stand-alone basis, digital advertising and marketing services revenue increased 9.0% to $45,172,000, in the 2017 Period, representing 26.5% of total advertising and marketing services revenue. Mobile advertising revenue, which is included in digital advertising, increased 9.7% in the 2017 Period. Total digital revenue for the 2017 Period, including advertising and marketing services and all other digital business, totaled $52,127,000, an increase of 8.2% from a year ago, representing 18.1% of total operating revenue. Print advertising, including preprints and print marketing services revenue, decreased 16.2%.

Subscription and Other Revenue

Subscription revenue decreased $2,115,000, or 2.2%, in the 2017 Period. Revenue declines were due to lower volume which were not offset by higher subscription rates.

Our average daily newspaper circulation, including TNI, MNI and digital subscribers, totaled 0.9 million in the 2017 Period. Sunday circulation totaled 1.2 million.

Digital services revenue increased $225,000, or 3.3%, largely due to TownNews.com, which generates the majority of its revenue from content management services at our properties as well as 1,600 other newspapers, and media operations. Commercial printing revenue decreased $891,000, or 14.4%, in the 2017 Period due to decreased volume for existing customers at several of our largest markets.

Operating Expenses

Operating expenses for the 2017 Period decreased 7.3%. Cash costs decreased $15,684,000, or 6.5%, in the 2017 Period.

Compensation expense decreased $8,669,000, or 7.5%, in the 2017 Period, driven by a decline of 7.2% in average full time equivalent employees and lower self-insured medical costs.

Newsprint and ink costs increased $355,000, or 2.8%, in the 2017 Period, as a result of newsprint price increases offset by a 12.4% reduction in newsprint volume. See Item 3, “Commodities”, included herein, for further discussion and analysis of the impact of newsprint on our business.

Other operating expenses, which are comprised of all operating costs not considered to be compensation, newsprint, depreciation, amortization, or unusual matters including delivery, postage, outsourced printing, digital cost of goods sold, facility expenses among others, decreased $8,648,000, or 7.8%, in the 2017 Period. Cost reductions were primarily related to the impact of both subscriber delivery cost and a decrease in postage costs primarily related to a reduction in direct mail advertising volumes.

Excluding workforce adjustments, cash costs decreased 7.1% in the 2017 Period.

Reduction in staffing resulted in workforce adjustment costs totaling $2,470,000 and $1,192,000 in the 2017 Period and 2016 Period, respectively.

Results of Operations

On a GAAP basis, depreciation expense decreased $573,000, or 6.6%, and amortization expense decreased $613,000, or 4.6%, in the 2017 Period. Sales of operating assets and other, net including a $3,741,000 curtailment gain resulted in a net gain of $3,716,000 in the 2017 Period compared to a net gain of $1,409,000 in the 2016 Period.

Equity in earnings in associated companies decreased $391,000 in the 2017 Period.


The factors noted above resulted in operating income of $50,245,000 in the 2017 Period compared to $55,152,000 in the 2016 Period.

Nonoperating Income and Expense

Interest expense decreased $3,835,000, or 11.5%, to $29,588,000 in the 2017 Period due to lower debt balances.

Due to the fluctuation in the price of our Common Stock, we recorded non-operating income of $7,378,000 in 2017 Period and non-operating income of $11,000 in the 2016 Period, related to the changes in the value of the Warrants.

In the 2016 Period, we recognized a $30,646,000 gain on an insurance settlement. The settlement represents our share of a subrogation recovery arising from the settlement of claims for damages suffered as a result of a 2009 loss at one of the Lee Legacy production facilities.

We recognized $2,026,000 of debt financing costs in the 2017 Period compared to $3,367,000 in the 2016 Period related to our 2014 refinancing. We also recognized $1,250,000 gain on extinguishment of debt in the 2016 Period.

Overall Results

We recognized income tax expense of $7,410,000, resulting in an effective tax rate of 28.3% in the 2017 Period compared to 38.7% in the 2016 Period. See Note 6 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.

As a result of the factors noted above, income attributable to Lee Enterprises, Incorporated totaled $18,301,000$2,239,000 in the 2018 Quarter compared to $6,128,000 in the 2017 Period compared to $30,465,000 in the 2016 Period.Quarter. We recorded earnings per diluted common share of $0.33$0.04 in the 2018 Quarter and $0.11 in the 2017 Period and $0.57 inQuarter. Excluding the 2016 Period. Excluding unusual matters,warrants fair value adjustment, as detailed in the table below,bellow, diluted earnings per common share, as adjusted, were $0.15$0.03 in the 2018 Quarter, the same as the 2017 Period and $0.20 in the 2016 Period.Quarter. Per share amounts may not add due to rounding.
 26 Weeks Ended 13 Weeks Ended 
March 26
2017
 March 27
2016
 March 25
2018
 March 26
2017
 
(Thousands of Dollars, Except Per Share Data)Amount
Per Share
Amount
Per Share
Amount
Per Share
Amount
Per Share
   
Income attributable to Lee Enterprises, Incorporated, as reported18,301
0.33
30,465
0.57
2,239
0.04
6,128
0.11
Adjustments: 
Adjustments (tax affected): 
Warrants fair value adjustment(7,378) (11) (555) (4,283) 
Gain on insurance settlement
 (30,646) 
Curtailment gains(3,741) 
 
(11,119) (30,657) 
Income tax effect of adjustments, net1,309
 10,726
 
(9,810)(0.18)(19,931)(0.37)(555)(0.01)(4,283)(0.08)
Income attributable to Lee Enterprises, Incorporated, as adjusted8,491
0.15
10,534
0.20
1,684
0.03
1,845
0.03


26 WEEKS ENDED MARCH 25, 2018

Operating results, as reported in the Consolidated Financial Statements, are summarized below.
  
(Thousands of Dollars, Except Per Share Data)March 25
2018

March 26
2017

 
Total advertising and marketing services revenue156,213
170,568
(8.4)
Subscription94,241
93,896
0.4
Other21,136
22,912
(7.8)
Total operating revenue271,590
287,376
(5.5)
Operating expenses:   
Compensation99,567
107,470
(7.4)
Newsprint and ink11,478
13,093
(12.3)
Other operating expenses99,671
101,533
(1.8)
Cash costs excluding workforce adjustments and other210,716
222,096
(5.1)
Workforce adjustments2,284
2,470
(7.5)
Cash costs213,000
224,566
(5.2)
 58,590
62,810
(6.7)
Depreciation7,441
8,079
(7.9)
Amortization8,627
12,619
(31.6)
Gain on sales of assets and other, net(1,297)(3,716)(65.1)
Equity in earnings of associated companies3,991
4,417
(9.6)
Operating income47,810
50,245
(4.8)
Non-operating income (expense):   
Interest expense(26,924)(29,588)(9.0)
Debt financing and administrative cost(2,313)(2,026)14.2
Other, net524
7,597
(93.1)
Non-operating expenses, net(28,713)(24,017)19.6
Income before income taxes19,097
26,228
(27.2)
Income tax expense (benefit)(18,763)7,410
NM
Net income37,860
18,818
NM
Net income attributable to non-controlling interests(618)(517)19.5
Income attributable to Lee Enterprises, Incorporated37,242
18,301
NM
Other comprehensive loss, net of income taxes(9)949
NM
Comprehensive income attributable to Lee Enterprises, Incorporated37,233
19,250
93.4
Earnings per common share:   
Basic0.68
0.34
NM
Diluted0.67
0.33
NM

References to the "2018 Period" refer to the 26 weeks ended March 25, 2018. Similarly, references to the "2017 Period" refer to the 26 weeks ended March 26, 2017. Due to publications purchased in 2017 and sold in 2018, certain of the revenue and operating expense trends discussed below are on a same property basis.

Advertising and Marketing Services Revenue

In the 2018 Period, advertising and marketing services revenue decreased $14,355,000, or 8.4% compared to the 2017 Period. On a same property basis, advertising services revenue decreased 10.9%. The decrease in advertising and marketing services revenue is due to continued softness in print advertising demand resulting in reduced advertising volume primarily from large retail, big box stores and classifieds. Digital retail advertising on a stand-alone basis increased 6.1%, representing 62.5% of total digital advertising.

Digital advertising increased 2.8% to $46,451,000 in the 2018 Period and represents 29.7% of total advertising revenue. On a same property basis digital advertising increased 2.1%. Total digital revenue including TownNews.com and all other digital business totaled $53,927,000 in the 2018 Period, an increase of 3.4% over the 2017 Period.

TownNews.com generates the majority of its revenue from content management services at our properties as well as 1,600 other newspapers and other media operations.

Subscription and Other Revenue

Subscription revenue increased $345,000, or 0.4%, in the 2018 Period and decreased $1,742,000 or 1.9% on a same property basis. Higher subscription rates and charges for premium content helped offset lower paid circulation units. Our average daily newspaper circulation, including TNI, MNI and digital subscribers, totaled 0.8 million in the 2018 Period. Sunday circulation totaled 1.1 million.

Other revenue, which consists of digital services, commercial printing, revenue from delivery of third party products and the sale of books, decreased 7.8% in the 2018 Period. The decrease was due to volume declines in commercial printing, third party delivery and the sale of books partially offset by an increase in content management services revenue at TownNews.com.

Excluding intercompany revenue, revenue at TownNews.com increased 14.8% in the 2018 Period. On a stand alone basis, revenue at TownNews.com totaled $17.3 million over the last twelve months.

In the 2018 Period, our mobile, tablet, desktop and app sites, including TNI and MNI, attracted an average of 75.0 million visits per month, a 8.9% increase compared to the 2017 Period. Increased audience engagement is driving a higher number pages viewed per user session in the 2018 Period. Our research in our larger markets indicates we are maintaining our share of audience in our markets through the combination of strong digital audience growth and print newspaper readership.

Operating Expenses

Operating expenses for the 2018 Period decreased 5.7%. Cash cost excluding workforce adjustments decreased 5.1% compared to the prior year period and decreased 7.5% on the same property basis.

Compensation expense decreased $10,261,000, or 9.6% on a same property basis driven by a decline of 12.5% in average full time equivalent employees.

Newsprint and ink costs decreased $1,625,000, or 12.5% on a same property basis due to a 16.1% reduction in newsprint volume from unit declines and increased use of lower basis weight newsprint partially offset by higher prices. See Item 3, “Commodities”, included herein, for further discussion and analysis of the impact of newsprint on our business.

Other operating expenses for the 2018 Period decreased $4,684,000, or 4.6% on a same property basis. Other operating expenses include all operating costs not considered to be compensation, newsprint, depreciation, amortization, or workforce adjusments and other. The largest components of these costs include delivery, postage, outsourced printing, digital cost of goods sold and facility expenses. Cost reductions were primarily related to lower delivery and other print-related costs offset in part by higher costs associated with growing digital revenue.

Workforce adjustment and other costs totaled $2,284,000 and $2,470,000 in the 2018 Period and 2017 Period, respectively.

For fiscal 2018, we expect cash cost excluding workforce adjustments and other, to decrease 6.0-6.5% on a same property basis.

Results of Operations

Depreciation expense decreased $638,000, or 7.9%, and amortization expense decreased $3,992,000, or 31.6%, in the 2018 Period.

Sales of operating assets and other, net includes curtailment gains of $2,031,000 and $3,741,000 in the 2018 Period and 2017 Period, respectively, and totaled a net gain of $1,297,000 in the 2018 Period compared to a net gain of $3,716,000 in the 2017 Period.

Equity in earnings in associated companies decreased $426,000 in the 2018 Period.

The factors noted above resulted in operating income of $47,810,000 in the 2018 Period compared to $50,245,000 in the 2017 Period.

Nonoperating Income and Expense

Interest expense decreased $2,664,000, or 9.0%, to $26,924,000 in the 2018 Period due to lower debt balances.

We recognized $2,313,000 of debt financing and administrative costs in the 2018 Period compared to $2,026,000 in the 2017 Period. The majority of the costs represent amortization of refinancing costs paid in 2014.

Due to the fluctuation in the price of our Common Stock, we recorded non-operating income of $124,000 in 2018 Period and $7,378,000 in the 2017 Period, related to the changes in the value of the Warrants.

Income Taxes

On December 22, 2017, comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “2017 Tax Act”) was signed into law. Among other provisions, the 2017 Tax Act reduces the federal statutory corporate income tax rate from 35% to 21% in December 2017. As a result of the reduction of the corporate tax rate, our deferred tax assets and liabilities were revalued to reflect the lower federal base rate of 21%. The transitional impact from revaluing our deferred tax assets and liabilities resulted in a provisional net decrease in income tax expense of $24,872,000 for the 26 weeks ended March 25, 2018.

The changes resulting from the 2017 Tax Act are complex and the final impact of the 2017 Tax Act may differ from the above estimate, possibly materially, due to, among other things, changes in interpretations of the 2017 Tax Act, any legislative action to address questions that arise because of the 2017 Tax Act, changes in accounting standards for income taxes or related interpretations in response to the 2017 Tax Act, updates or changes to estimates the Company has used to calculate the transition impacts, including impacts from changes to current year earnings estimates. The Securities Exchange Commission has issued rules that allow for a measurement period of up to one year after the enactment date of the 2017 Tax Act to finalize the recording of the related tax impacts. We did not make any adjustments to the provisional amount recorded and currently anticipate finalizing and recording any resulting adjustments by the end of our current fiscal year ending September 30, 2018.

Overall Results

Including the transitional impact of revaluing deferred tax assets and liabilities, we recorded an income tax benefit of $18,763,000 in the 2018 Period. Excluding the transitional impact from the 2017 Tax Act, the effective income tax rate for the 26 weeks ended March 25, 2018 was 32.0%. In the 2017 Period, we recognized income tax expense of $7,410,000, resulting in an effective tax rate of 28.3%.

The following table summarizes the impact from the 2017 Tax Act as well as the warrant fair value adjustments on income attributable to Lee Enterprises, Incorporated and earnings per diluted common share. Per share amounts may not add due to rounding.
   26 Weeks Ended 
 March 25
2018
 March 26
2017
 
(Thousands of Dollars, Except Per Share Data)Amount
Per Share
Amount
Per Share
   
Income attributable to Lee Enterprises, Incorporated, as reported37,242
0.67
18,301
0.33
Adjustments (tax affected):    
Warrants fair value adjustment(124) (7,378) 
  Income tax adjustment related to the 2017 Tax Act(24,872) 
 
 (24,996)(0.45)(7,378)(0.13)
Income attributable to Lee Enterprises, Incorporated, as adjusted12,246
0.22
10,923
0.20
   

LIQUIDITY AND CAPITAL RESOURCES

Operating Activities

Cash provided by operating activities was $35,115,000 in the 2018 Period and $33,385,000 in the 2017 Period. Net income for the 2018 Period and $41,551,000 intotaled $37,860,000, including the 2016 Period. We recorded$24,872,000 adjustment to deferred taxes related to the 2017 Tax Act that increased net income, ofcompared to $18,818,000 in the 2017 Period and $30,991,000 in the 2016 Period. Non-cash debt financing costs charged to expense totaled $2,025,000 in the 2017 Period compared to $3,367,000 in the 2016 Period. Changes in depreciation and amortization, deferred income taxes, and operating assets and liabilities accounted for the bulk of the changeThe increase in cash provided by operating activities in the 2017 Quarter.2018 Period is mainly attributed to year over year changes in operating assets and liabilities.


Investing Activities

Cash required for investing activities totaled $923,000 in the 2018 Period compared to cash required for investing activities of $1,887,000 in the 2017 Period compared to cash provided by investing activities of $31,900,000Period. The increase in the 2016 Period. Capital spending totaled $2,079,0002018 Period is due to an increase in the 2017 Period compared to $3,271,000cash distributions from TNI Partners and an increase in the 2016 Period. We received $1,078,000 and $3,776,000 of proceeds from sales of assets in the 2018 Period. Capital spending totaled $2,452,000 in the 2018 Period compared to $2,079,000 in the 2017 Period and the 2016 Period, respectively. In the 2016 Period, we received $30,646,000 related to an insurance settlement.Period.

We anticipate that funds necessary for capital expenditures, which are expected to total up to $10,000,000 in 2017,2018, and other requirements, will be available from internally generated funds or availabilityavailable under our Revolving Facility.

Financing Activities

Cash required for financing activities totaled $32,512,000 in the 2018 Period and $32,479,000 in the 2017 Period and $68,117,000 in the 2016 Period. Debt reduction accounted for the majority of the usage of funds in both the 20172018 Period and the 20162017 Period.

Liquidity
 
At March 26, 201725, 2018, after consideration of letters of credit, we have approximately $33,318,00033,835,000 available for future use under our Revolving Facility.Facility which expires December 28, 2018. Including cash and availability under our Revolving Facility, our liquidity at March 26, 201725, 2018 totals $49,321,00046,136,000. 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 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.

At March 26, 2017,25, 2018, the principal amount of our outstanding debt totals $584,918,000.$516,321,000. The March 26, 201725, 2018 principal amount of debt, net of cash, is 3.893.61 times our trailing 12 months adjusted EBITDA, compared to a ratio of 4.0 at March 27, 2016.

The 2014 Refinancing significantly extended our debt maturity profile with final maturity of the majority of our debt in 2022. As a result, refinancing risk has been substantially reduced for the next several years.EBITDA.

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 torepay, refinance or amend our debt agreements as they become due, or earlier if available liquidity is consumed. 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 March 26, 201725, 2018.

In February 2017 our filing of a replacement Form S-3 registration statement ("Shelf") with the SEC, was declared effective and expires February 2020. The Shelf registration gives us the flexibility to issue and publicly distribute various types of securities, including preferred stock, common stock, warrants, secured or unsecured debt securities, purchase contracts and units consisting of any combination of such securities, from time to time, in one or more offerings, up to an aggregate amount of $750,000,000. SEC issuer eligibility rules require us to have a public float of at least $75,000,000 in order to use the Shelf. Subject to maintenance of the minimum level of equity market float and the conditions of our existing debt agreements, the Shelf may enable us to sell securities quickly and efficiently when market conditions are favorable or financing needs arise. Under our existing debt agreements, net proceeds from the sale of any securities may be used generally to reduce debt.


CHANGES IN LAWS AND REGULATIONS

Energy Costs

Energy costs can be volatile, and may increase in the future as a result of carbon emissions and other regulations being considered by the United States Environmental Protection Agency.

Health Care Costs

The Affordable Care Act was enacted into law in 2010.

We expect the requirements under the Affordable Care Act will continue to evolve and may ultimately be repealed and/or replaced. We expect our future health care costs to increase based on analysis published by the United States Department of Health and Human Services, input from independent advisors and our understanding of the current provisions of the Affordable Care Act, such as:
Certain preventive services provided without additional charge to employees;
Automatic enrollment of new employees;
Higher maximum age for dependent coverage;
Elimination of lifetime benefit caps; and
Free choice vouchers for certain lower income employees.

We do not expect the Affordable Care Act will have a significant impact on our postretirement medical benefit obligation liability.

Pension Plans

In 2012, the Surface Transportation Extension Act of 2012 (“STEA”) was signed into law. STEA provides for changes in the determination of discount rates that result in a near-term reduction in minimum funding requirements for our defined benefit pension plans. STEA will also result in an increase in future premiums to be paid to the Pension Benefit Guarantee Corporation ("PBGC").

In 2014, the Highway and Transportation Funding Act ("HATFA") was signed into law. HATFA generally extends the relief offered under STEA and further increases premiums to be paid to the PBGC.

Income Taxes

On December 22, 2017, comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “2017 Tax Act”) was signed into law. Among other provisions, the 2017 Tax Act reduces the federal statutory corporate income tax rate from 35% to 21%. The reduction of the corporate tax rate caused us to adjust our deferred tax assets and liabilities to the lower federal base rate of 21% in December 2017. The transitional impact from revaluing our deferred tax assets and liabilities resulted in a provisional net decrease in income tax expense of $24,872,000 for the 26 weeks ended March 25, 2018.

The changes resulting from the 2017 Tax Act are complex and the final impact of the 2017 Tax Act may differ from the above estimate, possibly materially, due to, among other things, changes in interpretations of the 2017 Tax Act, any legislative action to address questions that arise because of the 2017 Tax Act, changes in accounting standards for income taxes or related interpretations in response to the 2017 Tax Act, updates or changes to estimates the Company has used to calculate the transition impacts, including impacts from changes to current year earnings estimates. The Securities Exchange Commission has issued rules that allow for a measurement period of up to one year after the enactment date of the 2017 Tax Act to finalize the recording of the related tax impacts. We did not make any adjustments to the provisional amount recorded and currently anticipate finalizing and recording any resulting adjustments by the end of our current fiscal year ending September 30, 2018.

Certain states in which we operate periodically consider changes to their corporate income tax rates. Until such changes are enacted, the impact of such changes cannot be determined.

Wage Laws

In 2016, the Department of Labor ("DOL") published its final rule updating overtime regulations and minimum pay regulations for exempt employees. Among other things, the final rule establishes a minimum weekly rate for all exempt employees of $913 per week, more than double the previous limit. The final rule was scheduled to be effective beginning December 1, 2016. However, a federal district court issued a preliminary injunction on the rule becoming final. Until a final ruling is issued, the Company cannot determine what impact this rule will have, if any.

The United States and various state and local governments are considering increasing their respective minimum wage rates. Most of our employees earn an amount in excess of the current United States or state minimum wage rates. However, until changes to such rates are enacted, the impact of the changes cannot be determined.

INFLATION

Price increases (or decreases) for our products or services 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.


Item 3.       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, which is predominantly fixed rate, significantly reduces the potential impact of an increase in interest rates. At March 26, 2017, 12.0%25, 2018, only 4.8% of the principal amount of our debt is subject to floating interest rates. Our primary exposure is to LIBOR. A 100 basis point increase to LIBOR would if in excess of LIBOR minimums discussed more fully below, decrease income before income taxes on an annualized basis by approximately $702,340$246,450 based on $70,234,00024,645,000 of floating rate debt outstanding at March 26, 2017.

Our debt under the 1st Lien Term Loan is subject to minimum interest rate levels of 1.0%. Based on the difference between interest rates in March 2017 and our 1.0% minimum rate, LIBOR would need to increase approximately 2 basis points for one month borrowing before our borrowing cost would begin to be impacted by an increase in interest rates.25, 2018.

We regularly evaluate alternatives to hedge our interest rate risk, but have no hedging instruments in place.

COMMODITIES

AnnualizedNewsprint price increases are being implemented in April and May of 2018, as a result of tightening supply vs demand for newsprint capacity reductions in North America since the beginningand as a result of 2017preliminary duties and scheduled newsprint reductions in Asia and West Europe tonnes may not be sufficient to reduce the current downward pricing pressure on newsprint.

Price change announcements are influenced primarilytariffs being imposed by the balance between supply capacity and demand, domestic and export, andUnited States Department of Commerce on newsprint imported from Canada. A portion of the producer's abilityrecent price increases are expected to be offset by reduced consumption of newsprint by the Company. We also manage significant newsprint inventories, which will temporarily mitigate input cost pressures taking the U. S. dollar to Canadian dollar exchange rate into consideration. The extent to which futureimpact of any price changes occur is subject to negotiations with each newsprint producer at the time newsprint is ordered. Average cost per metric ton was approximately 18% higher during the second fiscal quarter 2017 compared to the same quarter a year ago.increases.

Our long term supply strategy takes potential capacity closures into consideration and alignsis to align the Company with those cost effective suppliers most likely to continue producing and supplying newsprint to supply the North American newsprint market and geographically aligned with our print locations. Where possible the Company will align supply with the lowest cost material, but may be restricted due to current supply chain tightness and paper production availability.

A $10 per tonne price increase for 30 pound newsprint would result in an annualized reduction in income before income taxes of approximately $483,000,$365,000 based on anticipated consumption in 2017,2018, excluding consumption of TNI and MNI and the impact of LIFO accounting. Such prices may also decrease. We manage significant newsprint inventories, which will temporarily mitigate the impact of future price increases.

SENSITIVITY TO CHANGES IN VALUE

At March 26, 2017,25, 2018, the fair value of floating rate debt, which consists primarily of our 1st Lien Term Loan, is $70,277,000,$24,645,000, based on an average of private market price quotations. Our fixed rate debt consists of $385,000,000 principal amount of the Notes and $129,684,000$106,676,000 principal amount under the 2nd Lien Term Loan. At March 26, 2017,25, 2018, based on an average of private market price quotations, the fair values were $399,437,000$401,603,000 and $136,492,000$109,876,000 for the Notes and 2nd Lien Term Loan, respectively.


Item 4.       Controls and Procedures

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Under the supervision and with the participation of our senior management, including our chief executive officer and chief financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this Quarterly Report on Form 10-Q (the “Evaluation Date”). Based on this evaluation, our chief executive officer and chief financial officer concluded as of the Evaluation Date that our disclosure controls and procedures were effective such that the information relating to the Company, including our consolidated subsidiaries, required to be disclosed in our SEC reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There have been no changes in our internal control over financial reporting that occurred during the 1326 weeks ended March 26, 201725, 2018 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II
OTHER INFORMATION

Item 1.        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 6.        Exhibits
Number 
Description 
   
31.1 
31.2 
32 
  
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
   
LEE ENTERPRISES, INCORPORATED  
   
/s/ Ronald A. MayoTimothy R. Millage May 5, 20174, 2018
Ronald A. MayoTimothy R. Millage  
Vice President, ChiefActing Principal Financial Officer and TreasurerAccounting Officer  
(Principal Financial and Accounting Officer)  

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