LEE ENTERPRISES, Inc - FORM 8-K/A - December 14, 2012



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM  8-K/A

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  December 14, 2012

_______________________________________________________________________
 
LEE ENTERPRISES, INCORPORATED
 
 (Exact name of Registrant as specified in its charter)

_______________________________________________________________________

Commission File Number 1-6227

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


201 N. Harrison Street, Davenport, Iowa  52801
(Address of Principal Executive Offices)


(563) 383-2100
Registrant's telephone number, including area code

_____________________________________________________________________________________

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

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

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

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

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





EXPLANATORY NOTE
Lee Enterprises, Incorporated (the “Company”) is filing this Current Report on Form 8-K/A (the “Amendment Filing”) to revise certain information in a press release (the “Original Release”) furnished by the Company with its Current Report on Form 8-K filed with the Securities and Exchange Commission as of November 12, 2012 (the “Original Filing”). The revised information will also be included in the Company's Annual Report on Form 10-K, to be filed on December 14, 2012.





Section 2 - Financial Information

Item 2.02    Results of Operations and Financial Condition

On November 12, 2012, the Company issued the Original Release and furnished the Original Filing to announce financial results for its fourth fiscal quarter and year ended September 30, 2012.

Subsequent to the Original Filing, the Company determined that the amount of income tax expense recognized in the Company's Consolidated Statement of Operations for its fourth fiscal quarter at the time of the Original Filing was overstated by approximately $4,567,000.

This change results in a decrease in loss attributable to Lee Enterprises, Incorporated from $7,721,000 for the quarter ended September 30, 2012 to a loss of $3,154,000, and from a loss of $0.15 per diluted common share to a loss of $0.06. For the 2012 fiscal year, loss attributable to Lee Enterprises, Incorporated decreases from $21,265,000 to a loss of $16,698,000, and from a loss of $0.43 per diluted common share to a loss of $0.34.





This change has no impact on the Company's revenue, operating expenses, operating income or cash flows. The Amended Consolidated Statements of Operations for the Company's quarter and year ended September 30, 2012 follow:

CONSOLIDATED STATEMENTS OF OPERATIONS
 
Quarter Ended
 
 
Year Ended
 
(Thousands of Dollars and Shares, Except Per
Share Data)
Sept 30 2012

Sept 25 2011

Percent Change

 
Sept 30 2012

Sept 25 2011

Percent Change

 
 
 
 
 
 
 
 
Advertising revenue:
 
 
 
 
 
 
 
Retail
75,733

73,804

2.6

 
306,085

315,072

(2.9
)
Classified:
 
 
 
 
 
 
 
Employment
9,647

9,831

(1.9
)
 
37,079

37,286

(0.6
)
Automotive
10,009

9,748

2.7

 
39,062

40,169

(2.8
)
Real estate
5,622

5,956

(5.6
)
 
20,942

23,794

(12.0
)
All other
14,368

14,163

1.4

 
52,301

56,974

(8.2
)
Total classified
39,646

39,698

(0.1
)
 
149,384

158,223

(5.6
)
National
6,326

7,068

(10.5
)
 
29,173

31,639

(7.8
)
Niche publications
2,959

3,113

(4.9
)
 
11,230

12,414

(9.5
)
Total advertising revenue
124,664

123,683

0.8

 
495,872

517,348

(4.2
)
Circulation
45,240

43,688

3.6

 
174,747

172,245

1.5

Commercial printing
3,347

2,522

32.7

 
12,768

11,303

13.0

Other
7,092

5,922

19.8

 
27,099

26,423

2.6

Total operating revenue
180,343

175,815

2.6

 
710,486

727,319

(2.3
)
Operating expenses:
 
 
 
 
 
 
 
Compensation
69,187

66,735

3.7

 
276,379

283,527

(2.5
)
Newsprint and ink
13,114

13,198

(0.6
)
 
52,003

56,191

(7.5
)
Other operating expenses
56,644

55,072

2.9

 
214,570

220,656

(2.8
)
Workforce adjustments
1,470

1,508

(2.5
)
 
4,640

3,922

18.3

 
140,415

136,513

2.9

 
547,592

564,296

(3.0
)
Operating cash flow
39,928

39,302

1.6

 
162,894

163,023

(0.1
)
Depreciation
5,730

6,280

(8.8
)
 
23,620

25,833

(8.6
)
Amortization
9,865

10,942

(9.8
)
 
42,297

44,473

(4.9
)
Impairment of goodwill and other assets
1,388

17,114

(91.9
)
 
1,388

204,439

(99.3
)
Curtailment gains
—

—

NM

 
—

16,137

NM

Equity in earnings of associated companies
1,229

1,073

14.5

 
7,231

6,151

17.6

Reduction of investment in TNI Partners
—

(100
)
NM

 
—

11,900

NM

Operating income (loss)
24,174

6,139

NM

 
102,820

(101,334
)
NM







CONSOLIDATED STATEMENTS OF OPERATIONS, continued
 
Quarter Ended
 
 
Year Ended
 
(Thousands of Dollars and Shares, Except Per Share Data)
Sept 30 2012

Sept 25 2011

Percent Change

 
Sept 30 2012

Sept 25 2011

Percent Change

 
 
 
 
 
 
 
 
Non-operating income (expense):
 
 
 
 
 
 
 
Financial income
123

118

4.2

 
236

296

(20.3
)
Financial expense
(25,546
)
(12,896
)
98.1

 
(83,078
)
(52,696
)
57.7

Debt financing costs
(42
)
(2,698
)
(98.4
)
 
(2,823
)
(12,612
)
(77.6
)
Other, net
(2,533
)
611

NM

 
(2,533
)
595

NM

 
(27,998
)
(14,865
)
88.3

 
(88,198
)
(64,417
)
36.9

Income (loss) before reorganization costs and income taxes
(3,824
)
(8,726
)
(56.2
)
 
14,622

(165,751
)
NM

Reorganization costs
148

—

NM

 
37,765

—

NM

Loss before income taxes
(3,972
)
(8,726
)
(54.5
)
 
(23,143
)
(165,751
)
(86.0
)
Income tax expense (benefit)
(3,211
)
(717
)
NM

 
(9,371
)
(20,316
)
(53.9
)
Net loss from continuing operations
(761
)
(8,009
)
(90.5
)
 
(13,772
)
(145,435
)
(90.5
)
Discontinued operations, net of income taxes
(2,266
)
(724
)
NM

 
(2,527
)
(1,246
)
NM

Net loss
(3,027
)
(8,733
)
(65.3
)
 
(16,299
)
(146,681
)
(88.9
)
Net income attributable to non-controlling interests
(127
)
(51
)
NM

 
(399
)
(187
)
NM

Loss attributable to Lee Enterprises, Incorporated
(3,154
)
(8,784
)
(64.1
)
 
(16,698
)
(146,868
)
(88.6
)
 
 
 
 
 
 
 
 
Loss per common share:
 
 
 
 
 
 
 
Basic:
 
 
 
 
 
 
 
Continuing operations
(0.02
)
(0.18
)
(88.9
)
 
(0.29
)
(3.25
)
(91.1
)
Discontinued operations
(0.04
)
(0.02
)
NM

 
(0.05
)
(0.03
)
66.7

Net loss
(0.06
)
(0.20
)
(70.0
)
 
(0.34
)
(3.27
)
(89.6
)
 
 
 
 
 
 
 
 
Diluted:
 
 
 
 
 
 
 
Continuing operations
(0.02
)
(0.18
)
(88.9
)
 
(0.29
)
(3.25
)
(91.1
)
Discontinued operations
(0.04
)
(0.02
)
NM

 
(0.05
)
(0.03
)
66.7

Net loss
(0.06
)
(0.20
)
(70.0
)
 
(0.34
)
(3.27
)
(89.6
)
 
 
 
 
 
 
 
 
Average common shares:
 
 
 
 
 
 
 
Basic
52,076

44,958

 
 
49,261

44,847

 
Diluted
52,076

44,958

 
 
49,261

44,847

 





This change also results in an increase in adjusted income (loss) per common share(1) from a loss of $0.01 per diluted common share for the quarter ended September 30, 2012 to earnings of $0.08 per diluted common share. For the 2012 fiscal year, the Company's adjusted earnings per common share increases from $0.33 to $0.42. The following tables summarize the impact from unusual matters on loss attributable to Lee Enterprises, Incorporated and loss per diluted common share for the Company's quarter and year ended September 30, 2012 compared to the prior year periods:
 
 
 
 
 
Quarter Ended
 
 
September 30
2012
 
 
September 25
2011
 
(Thousands of Dollars, Except Per Share Data)
Amount

 
Per Share

 
Amount

 
Per Share

 
 
 
 
 
 
 
 
Loss attributable to Lee Enterprises, Incorporated, as reported
(3,154
)
 
(0.06
)
 
(8,784
)
 
(0.20
)
Adjustments:
 
 
 
 
 
 
 
Impairment of goodwill and other assets, including TNI Partners
1,388

 
 
 
17,714

 
 
Debt financing and reorganization costs
1,869

 
 
 
2,698

 
 
Litigation settlement
2,802

 
 
 
—

 
 
Unusual matters related to discontinued operations
3,614

 
 
 
4

 
 
Other, net
1,626

 
 
 
2,771

 
 
 
11,299

 
 
 
23,187

 
 
Income tax effect of adjustments, net, and unusual tax matters
(3,912
)
 
 
 
(5,448
)
 
 
 
7,387

 
0.14

 
17,739

 
0.39

Income (loss) attributable to Lee Enterprises, Incorporated, as adjusted
4,233

 
0.08

 
8,955

 
0.20



 
2012
 
 
2011
 
(Thousands of Dollars, Except Per Share Data)
Amount

 
Per Share

 
Amount

 
Per Share

 
 
 
 
 
 
 
 
Loss attributable to Lee Enterprises, Incorporated, as reported
(16,698
)
 
(0.34
)
 
(146,868
)
 
(3.27
)
Adjustments:
 
 
 
 
 
 
 
Curtailment gains
—

 
 
 
(16,137
)
 
 
Impairment of goodwill and other assets, including TNI Partners
1,388

 
 
 
216,339

 
 
Debt financing and reorganization costs
45,378

 
 
 
12,612

 
 
Litigation settlement
2,802

 
 
 
—

 
 
Unusual matters related to discontinued operations
4,145

 
 
 
1,011

 
 
Other, net
4,789

 
 
 
5,502

 
 
 
58,502

 
 
 
219,327

 
 
Income tax effect of adjustments, net, and other unusual tax matters
(20,940
)
 
 
 
(40,779
)
 
 
 
37,562

 
0.76

 
178,548

 
3.98

Income attributable to Lee Enterprises, Incorporated, as adjusted
20,864

 
0.42

 
31,680

 
0.71


This Amendment Filing does not reflect events occurring after the Original Filing, or modify or update the disclosure presented in the Original Filing, except to reflect revisions associated with the change in income tax expense.






NOTES
(1)
Adjusted income (loss) and adjusted earnings (loss) per common share, which are defined as loss attributable to Lee Enterprises, Incorporated and loss per common share adjusted to exclude both unusual matters and those of a substantially non-recurring nature, are non-GAAP (Generally Accepted Accounting Principles) financial measures. Reconciliations of adjusted income (loss) and adjusted earnings (loss) per common share to loss attributable to Lee Enterprises, Incorporated, and loss per common share are included in tables accompanying this release.
 
 
 
No non-GAAP financial measure should be considered as a substitute for any related GAAP financial measure. However, the company believes the use of non-GAAP financial measures provides meaningful supplemental information with which to evaluate its financial performance, or assist in forecasting and analyzing future periods. The company also believes such non-GAAP financial measures are alternative indicators of performance used by investors, lenders, rating agencies and financial analysts to estimate the value of a publishing business and its ability to meet debt service requirements.
 
 
(2)
Operating cash flow, which is defined as operating income (loss) before depreciation, amortization, impairment charges, curtailment gains and equity in earnings of associated companies, and operating cash flow margin (operating cash flow divided by operating revenue) are non-GAAP financial measures. See (1) above. Reconciliations of operating cash flow to operating income (loss), the most directly comparable GAAP measure, are included in a table accompanying this release.
 
 








SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
 
LEE ENTERPRISES, INCORPORATED
 
 
 
 
 
 
 
 
 
Date:
December 14, 2012
By:
 
 
 
 
Carl G. Schmidt
 
 
 
 
Vice President, Chief Financial Officer,
 
 
 
 
and Treasurer
 






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