LEE 10-Q
LEE ENTERPRISES, Inc (LEE)
10-Q
2025-08-08
For: 2025-06-29
View Original
Added on
April 10, 2026
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
SECURITIES EXCHANGE ACT OF 1934
For The Quarterly Period Ended June 29, 2025
OR
SECURITIES EXCHANGE ACT OF 1934
Commission File Number 1-6227
(Exact name of Registrant as specified in its Charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||
(Address of principal executive offices)
(563 ) 383-2100
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files. Yes x No o
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | o | x | |||||||||
| Non-accelerated filer | o | 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. o
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
As of July 31, 2025, 6,262,967 shares of Common Stock of the Registrant were outstanding.
| PAGE | |||||||||||
References to “we”, “our”, “us” and the like throughout this document refer to Lee Enterprises, Incorporated (the “Company”). References to “2025”, “2024" 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:
•We may be required to indemnify the previous owners of the BH Media or Buffalo News for unknown legal and other matters that may arise;
•Our ability to manage declining print revenue and circulation subscribers;
•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;
•Significant cyber security breaches or failure of our information technology systems;
•Our ability to achieve planned expense reductions and realize the expected benefit of our acquisitions;
•Our ability to maintain employee and customer relationships;
•Our ability to manage increased capital costs;
•Our ability to maintain our listing status on NASDAQ;
•Competition; and
•Other risks detailed from time to time in our publicly filed documents.
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. Statements regarding our plans, strategies, prospects and expectations regarding our business and industry and our responses thereto may have on our future operations, are forward-looking statements. They reflect our expectations, are not guarantees of performance and speak only as of the date the statement is made. 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.
1
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements
LEE ENTERPRISES, INCORPORATED
CONSOLIDATED BALANCE SHEETS
| (Unaudited) | ||||||||
| (Thousands of Dollars) | June 29, 2025 | September 29, 2024 | ||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | ||||||||
| Accounts receivable, net | ||||||||
| Inventories | ||||||||
| Prepaid and other current assets | ||||||||
| Total current assets | ||||||||
| Investments: | ||||||||
| Associated companies | ||||||||
| Other | ||||||||
| Total investments | ||||||||
| Property and equipment: | ||||||||
| Land and improvements | ||||||||
| Buildings and improvements | ||||||||
| Equipment | ||||||||
| Construction in process | ||||||||
| Less accumulated depreciation | ||||||||
| Property and equipment, net | ||||||||
| Operating lease right-of-use assets | ||||||||
| Goodwill | ||||||||
| Other intangible assets, net | ||||||||
| Pension plan assets, net | ||||||||
| Medical plan assets, net | ||||||||
| Other | ||||||||
| Total assets | ||||||||
The accompanying Notes are an integral part of the Consolidated Financial Statements.
2
| (Unaudited) | ||||||||
| (Thousands of Dollars and Shares, Except Per Share Data) | June 29, 2025 | September 29, 2024 | ||||||
| LIABILITIES AND EQUITY | ||||||||
| Current liabilities: | ||||||||
| Current portion of lease liabilities | ||||||||
| Current maturities of long-term debt | ||||||||
| Accounts payable | ||||||||
| Compensation and other accrued liabilities | ||||||||
| Unearned revenue | ||||||||
| Total current liabilities | ||||||||
| Long-term debt, net of current maturities | ||||||||
| Operating lease liabilities | ||||||||
| Pension obligations | ||||||||
| Postretirement and postemployment benefit obligations | ||||||||
| Deferred income taxes | ||||||||
| Income taxes payable | ||||||||
| Withdrawal liabilities and other | ||||||||
| Total liabilities | ||||||||
| Equity: | ||||||||
| Stockholders' equity (deficit): | ||||||||
Serial convertible preferred stock, | ||||||||
Common Stock, $ | ||||||||
June 29, 2025; | ||||||||
September 29, 2024; | ||||||||
Class B Common Stock, $ | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ( | ||||||
| Accumulated other comprehensive income | ||||||||
| Total Lee Enterprises, Inc. Stockholders' deficit | ( | ( | ||||||
| Non-controlling interests | ||||||||
| Total deficit | ( | ( | ||||||
| Total liabilities and deficit | ||||||||
The accompanying Notes are an integral part of the Consolidated Financial Statements.
3
LEE ENTERPRISES, INCORPORATED
CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS
(Unaudited)
| Three months ended | Nine months ended | |||||||||||||
| (Thousands of Dollars, Except Per Common Share Data) | June 29, 2025 | June 23, 2024 | June 29, 2025 | June 23, 2024 | ||||||||||
| Operating revenue: | ||||||||||||||
| Advertising and marketing services | ||||||||||||||
| Subscription | ||||||||||||||
| Other | ||||||||||||||
| Total operating revenue | ||||||||||||||
| Operating expenses: | ||||||||||||||
| Compensation | ||||||||||||||
| Newsprint and ink | ||||||||||||||
| Other operating expenses | ||||||||||||||
| Depreciation and amortization | ||||||||||||||
| Assets (gain) loss on sales, impairments and other, net | ( | ( | ( | |||||||||||
| Restructuring costs and other | ||||||||||||||
| Total operating expenses | ||||||||||||||
| Equity in earnings of associated companies | ||||||||||||||
| Operating (loss) income | ( | |||||||||||||
| Non-operating (expense) income: | ||||||||||||||
| Interest expense | ( | ( | ( | ( | ||||||||||
| Pension and OPEB related benefit and other, net | ||||||||||||||
| Curtailment/Settlement gains | ||||||||||||||
| Total non-operating expense, net | ( | ( | ( | ( | ||||||||||
| Loss before income taxes | ( | ( | ( | ( | ||||||||||
| Income tax benefit | ( | ( | ( | ( | ||||||||||
| Net loss | ( | ( | ( | ( | ||||||||||
| Net income attributable to non-controlling interests | ( | ( | ( | ( | ||||||||||
| Loss attributable to Lee Enterprises, Incorporated | ( | ( | ( | ( | ||||||||||
| Other comprehensive loss, net of income taxes | ( | ( | ( | ( | ||||||||||
| Comprehensive loss attributable to Lee Enterprises, Incorporated | ( | ( | ( | ( | ||||||||||
| Loss per common share: | ||||||||||||||
| Basic: | ( | ( | ( | ( | ||||||||||
| Diluted: | ( | ( | ( | ( | ||||||||||
The accompanying Notes are an integral part of the Consolidated Financial Statements.
4
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(Unaudited)
| (Thousands of Dollars) | Accumulated Deficit | Common Stock | Additional paid-in capital | Accumulated Other Comprehensive Income | Non-Controlling Interests: | Total | ||||||||||||||
| September 30, 2024 | ( | ( | ||||||||||||||||||
| Shares redeemed | — | — | ( | — | — | ( | ||||||||||||||
| Loss attributable to Lee Enterprises, Incorporated | ( | — | — | — | ( | |||||||||||||||
| Stock compensation | — | — | — | — | ||||||||||||||||
| Other comprehensive loss | — | — | — | ( | — | ( | ||||||||||||||
| Deferred income taxes, net | — | — | — | — | ||||||||||||||||
| Distributions to minority owners | — | — | — | — | ( | ( | ||||||||||||||
| December 29, 2024 | ( | ( | ||||||||||||||||||
| Loss attributable to Lee Enterprises, Incorporated | ( | — | — | — | ( | |||||||||||||||
| Stock compensation | — | — | — | — | ||||||||||||||||
| Other comprehensive loss | — | — | — | ( | — | ( | ||||||||||||||
| Deferred income taxes, net | — | — | — | — | ||||||||||||||||
| Distributions to minority owners | — | — | — | — | ( | ( | ||||||||||||||
| March 30, 2025 | ( | ( | ||||||||||||||||||
| Shares issued (redeemed) | — | ( | — | — | ( | |||||||||||||||
| Loss attributable to Lee Enterprises, Incorporated | ( | — | — | — | ( | |||||||||||||||
| Stock compensation | — | — | — | — | ||||||||||||||||
| Other comprehensive loss | — | — | — | ( | ( | |||||||||||||||
| Deferred income taxes, net | — | — | — | |||||||||||||||||
| Distributions to minority owners | — | — | — | — | ( | ( | ||||||||||||||
| June 29, 2025 | ( | ( | ||||||||||||||||||
5
| (Thousands of Dollars) | Accumulated Deficit | Common Stock | Additional paid-in capital | Accumulated Other Comprehensive Income | Non-Controlling Interests: | Total | ||||||||||||||
| September 25, 2023 | ( | |||||||||||||||||||
| Shares redeemed | — | — | ( | — | — | ( | ||||||||||||||
| Income attributable to Lee Enterprises, Incorporated | — | — | — | |||||||||||||||||
| Stock compensation | — | — | — | — | ||||||||||||||||
| Other comprehensive loss | — | — | — | ( | — | ( | ||||||||||||||
| Deferred income taxes, net | — | — | — | ( | — | ( | ||||||||||||||
| Distributions to minority owners | — | — | — | — | ( | ( | ||||||||||||||
| December 24, 2023 | ( | |||||||||||||||||||
| Loss attributable to Lee Enterprises, Incorporated | ( | — | — | — | ( | |||||||||||||||
| Stock compensation | — | — | — | — | ||||||||||||||||
| Other comprehensive loss | — | — | — | ( | — | ( | ||||||||||||||
| Deferred income taxes, net | — | — | — | — | ||||||||||||||||
| Distributions to minority owners | — | — | — | — | ( | ( | ||||||||||||||
| March 24, 2024 | ( | |||||||||||||||||||
| Shares issued (redeemed) | — | — | — | — | ||||||||||||||||
| Income attributable to Lee Enterprises, Incorporated | ( | — | — | — | ( | |||||||||||||||
| Stock compensation | — | — | — | — | ||||||||||||||||
| Other comprehensive income | — | — | — | ( | — | ( | ||||||||||||||
| Deferred income taxes, net | — | — | — | — | ||||||||||||||||
| Distributions to minority owners | — | — | — | — | ( | ( | ||||||||||||||
| June 23, 2024 | ( | |||||||||||||||||||
The accompanying Notes are an integral part of the Consolidated Financial Statements.
6
LEE ENTERPRISES, INCORPORATED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| Nine months ended | ||||||||
| (Thousands of Dollars) | June 29, 2025 | June 23, 2024 | ||||||
| Cash (required for) provided by operating activities: | ||||||||
| Net loss | ( | ( | ||||||
| Adjustments to reconcile net loss to net cash provided by operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Bad debt expense | ||||||||
| Curtailment/Settlement gain | ( | |||||||
| Stock compensation expense | ||||||||
| Assets (gain) loss on sales, impairments and other, net | ( | |||||||
| Earnings, net of distributions, deemed returns on investment of TNI and MNI | ( | |||||||
| Non-cash interest | ||||||||
| Deferred income taxes | ( | ( | ||||||
| Return of letters of credit collateral | ||||||||
| Other, net | ( | ( | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Increase in receivables | ( | ( | ||||||
| Decrease in inventories and other | ||||||||
| Increase (decrease) in accounts payable and other accrued liabilities | ( | |||||||
| Decrease in pension and other postretirement and postemployment benefit obligations | ( | ( | ||||||
| Change in income taxes payable | ||||||||
| Other | ( | ( | ||||||
| Net cash provided by (required for) operating activities | ||||||||
| Cash provided by investing activities: | ||||||||
| Purchases of property and equipment | ( | ( | ||||||
| Proceeds from sales of assets | ||||||||
| Other, net | ( | |||||||
| Net cash provided by investing activities | ||||||||
| Cash required for financing activities: | ||||||||
| Principal payments on long-term debt | ( | ( | ||||||
| Net cash required for financing activities | ( | ( | ||||||
| Net increase (decrease) in cash and cash equivalents | ( | |||||||
| Cash and cash equivalents: | ||||||||
| Beginning of period | ||||||||
| End of period | ||||||||
The accompanying Notes are an integral part of the Consolidated Financial Statements.
7
LEE ENTERPRISES, INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1 BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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 its subsidiaries (the “Company”) as of June 29, 2025, and our 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 2024 Annual Report on Form 10-K.
The Company's fiscal year ends on the last Sunday in September. Fiscal year 2025 ends September 28, 2025, and fiscal year 2024 ended September 29, 2024. Fiscal year 2025 includes 52 weeks of operations and 2024 included 53 weeks of operations. Because of seasonal and other factors, the results of operations for the three and nine months ended June 29, 2025, are not necessarily indicative of the results to be expected for the full year.
The Consolidated Financial Statements include our accounts and those of our wholly owned subsidiaries, as well as our 82.5 % interest in INN Partners, L.C. (“BLOX Digital" formerly "TownNews”).
Our 50 % interest in TNI Partners ("TNI") and our 50 % interest in Madison Newspapers, Inc. ("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.
Cybersecurity Incident
On February 3, 2025, the Company experienced a systems outage caused by a cybersecurity attack by threat actors who unlawfully accessed the Company's network, encrypted critical applications, and exfiltrated certain files (the "Cyber Incident"). Upon discovery, the Company promptly activated its incident response plan, engaging both internal teams and third-party cybersecurity experts.
Following the containment of the initial threat and as a result of a subsequent, comprehensive review with a third-party vendor, the Company determined certain files may have been accessed or acquired on February 1, 2025, including customers' and subscribers personal information. The Company reported the Incident to relevant law enforcement and will cooperate with any resulting investigation or efforts to hold the perpetrators accountable. In addition, through a data breach and recovery services vendor, the Company is offering identity theft protection services to those customers and subscribers potentially involved in the data breach. See Footnote 9.
During the three months ended June 29, 2025, the Company incurred $1.2 million of expenses related to the Cyber Incident. During the nine months ended June 29, 2025, the Company incurred $3.1 million of expenses related to the Cyber Incident. These expenses are recognized in "Restructuring and Other" in the Consolidated Statements of Loss and Comprehensive Loss. The Cyber Incident remains under legal and forensic investigation, including evaluation of the extent and potential risk related to unauthorized access to sensitive data.
The incident continues to have a significant negative impact on the Company's 2025 operating results. Various revenue lines were impacted, certain operating expenses are trending higher than they were prior to the incident, and many projects underway were significantly delayed.
The Company maintains cyber insurance coverage to limit its exposure to losses such as those related to the Cyber Incident, subject to a $500,000 deductible. Coverage includes, among other things, the cost of recovery and restoration as well as business interruption. The Company has submitted claims to its insurers for reimbursement of certain costs, expenses, and losses stemming from the Cyber
8
2 REVENUE
The following table presents our revenue disaggregated by source:
| Three months Ended | Nine months ended | |||||||||||||
| (Thousands of Dollars) | June 29, 2025 | June 23, 2024 | June 29, 2025 | June 23, 2024 | ||||||||||
| Operating revenue: | ||||||||||||||
| Print advertising revenue | ||||||||||||||
| Digital advertising revenue | ||||||||||||||
| Advertising and marketing services revenue | ||||||||||||||
| Print subscription revenue | ||||||||||||||
| Digital subscription revenue | ||||||||||||||
| Subscription revenue | ||||||||||||||
| Print other revenue | ||||||||||||||
| Digital other revenue | ||||||||||||||
| Other revenue | ||||||||||||||
| Total operating revenue | ||||||||||||||
Recognition principles: Revenue is recognized when a performance obligation is satisfied by the transfer of control of the contracted goods or services to our customers, in an amount that reflects the consideration we expect to receive in exchange for those goods or services.
Contract Liabilities: The Company’s primary source of contract liabilities is unearned revenue from subscriptions paid in advance of the service provided. The Company expects to recognize the revenue related to unsatisfied performance obligations over the next twelve months in accordance with the terms of the subscriptions and other contracts with customers. Revenue recognized in the nine months ended June 29, 2025, that was included in the contract liability as of September 29, 2024, was $28.2 million.
Accounts receivable, excluding allowance for credit losses was $62.1 million and $67.2 million as of June 29, 2025, and September 29, 2024, respectively. Allowance for credit losses was $5.0 million and $6.5 million as of June 29, 2025, and September 29, 2024, respectively.
Valuation and qualifying account information related to the allowance for credit losses related to continuing operations is as follows:
| (Thousands of Dollars) | June 29, 2025 | September 29, 2024 | ||||||
| Balance, beginning of period | ||||||||
| Additions charged to expense | ||||||||
| Deductions from reserves | ( | ( | ||||||
| Balance, end of period | ||||||||
Sales commissions are expensed as incurred as the associated contractual periods are one year or less. These costs are recorded within "Compensation" on the Consolidated Statements of Loss and
9
Comprehensive Loss. Most of our contracts have original expected lengths of one year or less and revenue is earned at a rate and amount that corresponds directly with the value to the customer.
3 INVESTMENTS IN ASSOCIATED COMPANIES
TNI Partners
In Tucson, Arizona, TNI, acting as agent for our subsidiary, Star Publishing Company (“Star Publishing”), and Gannett Co., Inc.'s subsidiary Citizen Publishing Company (“Citizen”), 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 newspaper 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:
| Three months ended | Nine months ended | |||||||||||||
| (Thousands of Dollars) | June 29, 2025 | June 23, 2024 | June 29, 2025 | June 23, 2024 | ||||||||||
| Operating revenue | ||||||||||||||
| Operating expenses | ||||||||||||||
| Operating income | ||||||||||||||
| Net income | ||||||||||||||
| Equity in earnings of TNI | ||||||||||||||
TNI makes periodic distributions of its earnings and for the three months ended June 29, 2025, and June 23, 2024, we received $0.7 million and $0.6 million in distributions, respectively. In the nine months ended June 29, 2025 and June 23, 2024, we received $2.4 million and $2.7 million in distributions, respectively.
Madison Newspapers, Inc.
We have a 50 % ownership interest in MNI, which publishes daily and Sunday newspapers, and other publications in Madison, Wisconsin, and other Wisconsin locations, and 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.
10
Summarized results of MNI are as follows:
| Three months ended | Nine months ended | |||||||||||||
| (Thousands of Dollars) | June 29, 2025 | June 23, 2024 | June 29, 2025 | June 23, 2024 | ||||||||||
| Operating revenue | ||||||||||||||
| Operating expenses, excluding restructuring costs, depreciation and amortization | ||||||||||||||
| Restructuring costs | ||||||||||||||
| Depreciation and amortization | ||||||||||||||
| Operating income | ||||||||||||||
| Net income | ( | |||||||||||||
| Equity in earnings of MNI | ( | |||||||||||||
MNI makes periodic distributions of its earnings and in the three months ended June 29, 2025 and June 23, 2024, we received zero and $0.4 million in distributions, respectively. In the nine months ended June 29, 2025 and June 23, 2024, we received distributions of $0.9 million and $1.0 million, respectively.
4 GOODWILL AND OTHER INTANGIBLE ASSETS
Goodwill and identified intangible assets consist of the following:
| (Thousands of Dollars) | June 29, 2025 | September 29, 2024 | ||||||
| Goodwill, beginning of period | ||||||||
| Allocated to sold operations | ( | ( | ||||||
| Goodwill, end of period | ||||||||
| Non-amortized intangible assets: | ||||||||
| Mastheads | ||||||||
| Amortizable intangible assets: | ||||||||
| Customer and newspaper subscriber lists | ||||||||
| Less accumulated amortization | ( | ( | ||||||
| Total intangibles, net | ||||||||
The weighted average amortization period for amortizable assets is approximately ten years .
During the nine months ended June 29, 2025, the Company sold non-core operations. Goodwill was allocated to these operations, which totaled $4.2 million.
5 DEBT
The Company has debt consisting of a single 25 -year term loan with BH Finance LLC, with an aggregate principal balance of $455.9 million at a 9 % annual fixed rate and maturing on March 16, 2045 (referred to herein as “Credit Agreement” and “Term Loan”). On June 29, 2025, the fair value was $375.6 million, representing a Level 2 fair value measurement, which are fair values estimated using significant other observable inputs.
11
During the nine months ended June 29, 2025, Net Cash Proceeds, as defined in our Credit Agreement, from asset sales totaled $6.5 million. The Company made $1.4 million principal debt payments as a result of non-core asset sales, and the remaining net cash proceeds remain payable to BH Finance. Future payments are contingent on the Company's ability to generate future excess cash flow, as defined in the Credit Agreement. As of June 29, 2025, there was no excess cash flow payment due.
6 PENSION, POSTRETIREMENT AND POSTEMPLOYMENT DEFINED BENEFIT PLANS
We have one defined benefit pension plan that covers certain employees, including plans established under collective bargaining agreements. Additionally, we provide retiree medical and life insurance benefits under postretirement plans at several of our operating locations. Through June 29, 2025, our liability and related expense for benefits under the plans are recorded over the service period of employees based upon annual actuarial calculations.
The net periodic pension and postretirement cost (benefit) components for our plans are as follows:
| PENSION PLANS | Three months ended | Nine months ended | ||||||||||||
| (Thousands of Dollars) | June 29, 2025 | June 23, 2024 | June 29, 2025 | June 23, 2024 | ||||||||||
| Service cost for benefits earned during the period | ||||||||||||||
| Interest cost on projected benefit obligation | ||||||||||||||
| Expected return on plan assets | ( | ( | ( | ( | ||||||||||
| Amortization of net (gain) loss | ( | ( | ||||||||||||
| Amortization of prior service benefit | ||||||||||||||
| Settlement gain | ( | |||||||||||||
| Net periodic pension (benefit) cost | ( | ( | ( | |||||||||||
| POSTRETIREMENT MEDICAL PLANS | Three months ended | Nine months ended | ||||||||||||
| (Thousands of Dollars) | June 29, 2025 | June 23, 2024 | June 29, 2025 | June 23, 2024 | ||||||||||
| Service cost for benefits earned during the period | ||||||||||||||
| Interest cost on projected benefit obligation | ||||||||||||||
| Expected return on plan assets | ( | ( | ( | ( | ||||||||||
| Amortization of net gain | ( | ( | ( | ( | ||||||||||
| Amortization of prior service benefit | ( | ( | ( | ( | ||||||||||
| Curtailment gain | ( | |||||||||||||
| Net periodic postretirement benefit | ( | ( | ( | ( | ||||||||||
12
In the nine months ended June 29, 2025 and June 23, 2024, we made no no required contributions to our pension plans for 2025.
During the nine months ended June 23, 2024, the Company offered a voluntary lump sum payment of future benefits to terminated vested participants in the defined benefit pension plan. The offer was accepted by 522 participants, representing a $22.6 million settlement of related pension plan liability. The Company recognized a non-cash settlement gain of $2.4 million, which is reflected within "Curtailment/Settlement gains" on the Consolidated Statements of Loss and Comprehensive Loss. Pension plan assets and liabilities were reduced by $22.6 million.
Multiemployer Pension Plans
In prior periods, the Company effectuated withdrawals from several multiemployer plans. As of June 29, 2025 and September 29, 2024, we had $22.7 million and $23.6 million of accrued withdrawal liabilities. The liabilities reflect the estimated value of payments to the fund, payable over 20 -years.
7 INCOME TAXES
We recorded an income tax benefit of $2.7 million related to loss before taxes of $4.4 million for the three months ended June 29, 2025, and an income tax benefit of $1.3 million related to loss before income taxes of $31.2 million for the nine months ended June 29, 2025. We recorded an income tax benefit of $0.8 million related to loss before taxes of $4.5 million for the three months ended June 23, 2024, and an income tax benefit of $3.4 million related to a loss before income taxes of $17.5 million for the nine months ended June 23, 2024. The effective income tax rate for the three and nine months ended June 29, 2025, was 61.4 % and 4.2 %, respectively. The effective income tax rate for the three and nine months ended June 23, 2024, were 18.7 % and 19.6 %, respectively.
The primary differences between these rates and the U.S. federal statutory rate of 21% are because of state taxes, non-deductible expenses, increase in valuation allowance, and adjustments to reserves for uncertain tax positions, including any related interest.
We file a consolidated federal tax return, as well as combined and separate tax returns in approximately 27 state and local jurisdictions. We do not currently have any federal or material state income tax examinations in progress. Our income tax returns have generally been audited or closed to audit through 2016.
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8 LOSS PER COMMON SHARE
The following table sets forth the computation of basic and diluted earnings per common share:
| Three months ended | Nine months ended | |||||||||||||
| (Thousands of Dollars and Shares, Except Per Share Data) | June 29, 2025 | June 23, 2024 | June 29, 2025 | June 23, 2024 | ||||||||||
| Loss attributable to Lee Enterprises, Incorporated: | ( | ( | ( | ( | ||||||||||
| Weighted average common shares | ||||||||||||||
| Less weighted average restricted Common Stock | ( | ( | ( | ( | ||||||||||
| Basic average common shares | ||||||||||||||
| Dilutive restricted Common Stock | ||||||||||||||
| Diluted average common shares | ||||||||||||||
| Loss per common share: | ||||||||||||||
| Basic | ( | ( | ( | ( | ||||||||||
| Diluted | ( | ( | ( | ( | ||||||||||
For the three months ended June 29, 2025 and June 23, 2024, no no
Rights Agreement
On March 28, 2024, our Board of Directors adopted a stockholder rights plan (the “Rights Agreement”). Pursuant to the Rights Agreement, on March 28, 2024, our Board of Directors declared a dividend of one preferred share purchase right (a “Right”), payable on April 8, 2024, for each share of our Common Stock outstanding to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series C Participating Convertible Preferred Stock, without par value (the “Preferred Shares”), of the Company at a price of $90.00 per one one-thousandth of a Preferred Share represented by a Right, subject to adjustment.
The Rights will initially trade with our Common Stock and will generally become exercisable only if any person or group, other than certain exempt persons, acquires beneficial ownership of 15 % or more of our Common Stock outstanding. In the event the Rights become exercisable, each holder of a Right, other than the triggering person(s), will be entitled to purchase additional shares of our Common Stock at a 50 % discount or the Company may exchange each Right held by such holders for one share of our Common Stock. The Rights Agreement was to continue in effect until March 27, 2025, or unless earlier redeemed or terminated by the Company, as provided in the Rights Agreement. On March 27, 2025, the Board of Directors extended the termination date of the Rights Agreement to March 27, 2026. The Rights have no voting or dividend privileges, and, unless and until they become exercisable, have no dilutive effect on the earnings of the Company.
The Rights Agreement applies equally to all current and future stockholders and is not intended to deter offers or preclude our Board of Directors from considering acquisition proposals that are fair and otherwise in the best interest of our stockholders. However, the overall effect of the Rights Agreement may render it more difficult or discourage a merger, tender offer, or other business combination involving us that is not supported by our Board of Directors.
9 COMMITMENTS AND CONTINGENT LIABILITIES
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
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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.
Video Privacy Protection Act Litigation and Settlement. Company was named as a defendant by a group of Plaintiffs acting on behalf of a proposed class of digital subscribers in a lawsuit in 2022. The lawsuit alleged that the Company violated the Video Privacy Protection Act (“VPPA”) by using pixels to track subscribers’ video viewing activity on Company websites and sharing it with Meta without consent.
The Company has agreed to a preliminary settlement with the Plaintiffs for $9.5 million, subject to required court approval. The entire settlement amount will be paid by the Company’s insurance carriers.
Cybersecurity Incident Litigation. As previously disclosed, the Company experienced a cybersecurity incident during the second quarter of 2025, which involved unauthorized access to certain systems and data. Following public disclosure of the incident, the Company was named as a defendant in several putative class action lawsuits filed in or around June 2025, in the United States District Court for the Southern District of Iowa on behalf of all individuals affected by the cybersecurity incident, including those who received notice of the incident. These lawsuits generally allege, among other things, that the Company failed to adequately protect personal or sensitive information and seek unspecified damages and other relief.
The Company is vigorously defending against these claims. Given the early stage of these proceedings, the outcome of these matters is uncertain, and the Company is unable to estimate a possible loss or range of loss at this time.
The Company maintains cyber liability and other applicable insurance coverage and believes that any potential losses associated with these claims, if adverse outcomes were to occur, would be covered, subject to applicable deductibles and policy limits.
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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 three months ended June 29, 2025. This discussion should be read in conjunction with the Consolidated Financial Statements and related Notes thereto, included herein, and our 2024 Annual Report on Form 10-K.
EXECUTIVE OVERVIEW
Lee Enterprises, Incorporated, together with its subsidiaries, is a digital-first subscription business providing local markets with valuable, high quality, trusted, intensely local news, information, advertising and marketing services. We inform consumers in 72 mid-sized local communities in 25 states with a rapidly growing digital subscription platform including 670,000 digital subscribers. Our core strategy aims to grow audiences and engagement through creating, collecting, and distributing trusted local news and information, continuous improvements to subscriber experience, and offering a full suite of omni-channel advertising and marketing to more than 20,000 local advertisers.
Our product portfolio includes digital subscription platforms, daily, weekly and monthly newspapers and niche products, all delivering original local news and information as well as national and international news. Our products offer digital and print editions, and our content and advertising is available in real time through our websites and mobile apps. We operate in predominately mid-sized communities with products ranging from large daily newspapers and associated digital products, such as the St. Louis Post-Dispatch and The Buffalo News, to non-daily newspapers with news websites and digital platforms serving smaller communities.
We have made investments in talent and technology to improve user experience, content, data visualization and marketing to align with the shift in spending habits by both consumers and advertisers toward digital products.
We aim to grow our business through three main categories: subscriptions to our product offerings, advertising and marketing solutions to local advertisers, and digital services to a diverse set of customers. Execution of this strategy is expected to transform Lee into a growing and sustainable local media organization.
•Our digital subscription platforms are the fastest growing digital subscription platforms in local media.
•Amplified Digital® Agency("Amplified"), our digital marketing services agency, offers a full suite of digital marketing solutions to local advertisers.
•BLOX Digital (formerly known as TownNews), our software as a service (SaaS) content platform, is one of the largest web-hosting and content management SaaS providers in North America. BLOX Digital represents a powerful opportunity to drive additional digital revenue by providing state-of-the-art web hosting and content management services to more than 2,000 customers who rely on BLOX Digital for their web, over-the-top display, mobile, video and social media products.
We generate revenue primarily through advertising and marketing services, subscriptions to our digital and print products, and digital services, primarily through our majority-owned subsidiary, BLOX Digital.
STRATEGY
We are a major subscription and advertising platform, a trusted local news provider and innovative, digitally-focused marketing solutions company. Our focus is on the local market - including local news and information, local advertising and marketing services to top local accounts, and digital services to local content curators. To align with the core strength of our Company, our operating strategy is locally focused around three pillars:
•Grow digital audiences by transforming the way we present local news and information.
•Expand our digital subscription base and revenue through audience growth and continued conversion of our massive digital audiences.
•Diversify and expand offerings for advertisers through our vast array of rapidly growing digital products, our large digitally adept sales force, and Amplified, our full-service digital agency.
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RESULTS OF OPERATIONS
Three Months Ended June 29, 2025
Operating results are summarized below.
| (Thousands of Dollars, Except Per Common Share Data) | June 29, 2025 | June 23, 2024 | Percent Change | ||||||||
| Operating revenue: | |||||||||||
| Print advertising revenue | 17,474 | 18,941 | (7.7) | % | |||||||
| Digital advertising revenue | 49,097 | 49,903 | (1.6) | % | |||||||
| Advertising and marketing services revenue | 66,571 | 68,844 | (3.3) | % | |||||||
| Print subscription revenue | 38,076 | 47,605 | (20.0) | % | |||||||
| Digital subscription revenue | 23,482 | 20,701 | 13.4 | % | |||||||
| Subscription revenue | 61,558 | 68,306 | (9.9) | % | |||||||
| Print other revenue | 7,837 | 8,278 | (5.3) | % | |||||||
| Digital other revenue | 5,328 | 5,150 | 3.5 | % | |||||||
| Other revenue | 13,165 | 13,428 | (2.0) | % | |||||||
| Total operating revenue | 141,294 | 150,578 | (6.2) | % | |||||||
| Operating expenses: | |||||||||||
| Compensation | 47,436 | 59,278 | (20.0) | % | |||||||
| Newsprint and ink | 3,268 | 4,096 | (20.2) | % | |||||||
| Other operating expenses | 77,252 | 74,177 | 4.1 | % | |||||||
| Depreciation and amortization | 3,783 | 6,850 | (44.8) | % | |||||||
| Assets gain on sales, impairments and other | (1,562) | (1,421) | 9.9 | % | |||||||
| Restructuring costs and other | 7,141 | 3,795 | 88.2 | % | |||||||
| Total operating expenses | 137,318 | 146,775 | (6.4) | % | |||||||
| Equity in earnings of associated companies | 686 | 1,122 | (38.9) | % | |||||||
| Operating income | 4,662 | 4,925 | (5.3) | % | |||||||
| Non-operating income (expense): | |||||||||||
| Interest expense | (10,132) | (10,082) | 0.5 | % | |||||||
| Pension and OPEB related benefit and other, net | 1,050 | 617 | 70.2 | % | |||||||
| Total non-operating expense, net | (9,082) | (9,465) | (4.0) | % | |||||||
| Loss before income taxes | (4,420) | (4,540) | (2.6) | % | |||||||
| Income tax benefit | (2,744) | (849) | NM | ||||||||
| Net loss | (1,676) | (3,691) | (54.6) | % | |||||||
| Loss per common share: | |||||||||||
| Basic | (0.31) | (0.73) | (56.8) | % | |||||||
| Diluted | (0.31) | (0.73) | (56.8) | % | |||||||
References to the “2025 Quarter” refer to the three months ended June 29, 2025. Similarly, references to the “2024 Quarter” refer to the three months ended June 23, 2024.
Operating Revenue
Total operating revenue was $141.3 million in the 2025 Quarter, down $9.3 million, or 6.2%, compared to the 2024 Quarter.
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Advertising and marketing services revenue totaled $66.6 million in the 2025 Quarter, down 3.3% compared to the 2024 Quarter. Print advertising revenues were $17.5 million in the 2025 Quarter, down 7.7% compared to the 2024 Quarter due to continued secular declines in demand for print advertising and impacts from the Cyber Incident, which limited capacity for print advertising for certain publications for a short period of time. Digital advertising and marketing services totaled $49.1 million in the 2025 Quarter, down 1.6% compared to the 2024 Quarter. Digital advertising and marketing services represented 73.8% of the 2025 Quarter total advertising and marketing services revenue, compared to 72.5% in the same period last year.
Subscription revenue totaled $61.6 million in the 2025 Quarter, down 9.9% compared to the 2024 Quarter. Decline in full access volume, consistent with historical and industry trends were partially offset by selective increases on our full access subscriptions, and price increases on digital subscriptions. Digital-only subscribers now total 670,000. Digital-only subscription revenue grew 13.4% compared to the 2024 Quarter.
Other revenue, which primarily consists of commercial printing revenue and digital services from BLOX Digital, decreased $0.3 million, or 2.0%, in the 2025 Quarter compared to the 2024 Quarter. Digital services revenue totaled $5.3 million in the 2025 Quarter, a 3.5% increase compared to the 2024 Quarter. Commercial printing revenue totaled $4.2 million in the 2025 Quarter, a 4.9% decrease compared to the 2024 Quarter, primarily driven by reduction in print volumes from our partners.
Total digital revenue including digital advertising revenue, digital subscription revenue and digital services revenue totaled $77.9 million in the 2025 Quarter, an increase of 2.8% over the 2024 Quarter, and represented 55.1% of our total operating revenue in the 2025 Quarter.
Equity in earnings of TNI and MNI decreased $0.4 million in the 2025 Quarter.
Operating Expenses
Total operating expenses were $137.3 million in the 2025 Quarter, a 6.4% decrease compared to the 2024 Quarter. Cash Costs, a non-GAAP financial measure used to summarize certain operating expense (see reconciliation of Non-GAAP financial measures below), were down 7.0% in the 2025 Quarter.
Compensation expense decreased $11.8 million in the 2025 Quarter, or 20.0%, compared to the 2024 Quarter from reductions in full time employees ("FTEs") due to continued business transformation efforts, partially offset by investments in digital talent and higher expenses related to the Company's self-insured medical plan.
Newsprint and ink costs decreased $0.8 million in the 2025 Quarter, or 20.2%, compared to the 2024 Quarter. The decrease is attributable to declines in newsprint volumes.
Other operating expenses increased $3.1 million in the 2025 Quarter, or 4.1%, compared to the 2024 Quarter. Other operating expenses include all operating costs not considered to be compensation, newsprint, depreciation and amortization, or restructuring costs and assets loss on sales, impairments, and other, net. The largest components are costs associated with printing and distribution of our printed products, digital cost of goods sold and facility expenses. The increase is attributable to investments to our digital growth.
Restructuring costs and other increased $3.3 million, or 88.2%, compared to the 2024 Quarter. The increase is primarily driven from costs associated with recovering from the Cyber Incident, closing down outsourced production facilities, ongoing business transformation efforts, and severance. Restructuring costs and other include severance costs, litigation expenses, restructuring expenses, cyber restoration costs, and advisor expenses.
Depreciation and amortization expense decreased $3.1 million, or 44.8%, in the 2025 Quarter. The decrease in both is attributable to assets becoming fully depreciated or amortized.
Assets gain on sales, impairments and other, was a net gain of $1.6 million in the 2025 Quarter compared to a net gain of $1.4 million in the 2024 Quarter. Assets gain on sales in both quarters were due to asset sales.
The factors noted above resulted in an operating income of $4.7 million in the 2025 Quarter compared to $4.9 million in the 2024 Quarter.
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Non-operating Income and Expense
Non-operating income and expense decreased by $0.4 million, or 4.0%. The decrease is primarily driven by an increase in Pension and OPEB related benefits offset by an increase in Interest expense of $0.1 million, or 0.5%, to $10.1 million in the 2025 Quarter, compared to the same Quarter last year. The increase to interest expense was due to the interest and rent waivers received in the second quarter which was added to the outstanding balance on our Term Loan. Our weighted average cost of debt was 9% at the end of the 2025 Quarter and 2024 Quarter.
Income Tax Benefit
We recorded an income tax benefit of $2.7 million, or 61.4% of pretax loss in the 2025 Quarter. In the 2024 Quarter, we recognized an income tax benefit of $0.8 million, or 18.7% of pretax loss.
Net loss and Loss Per Share
Net loss was $1.7 million and diluted loss per share were $0.31 for the 2025 Quarter compared to net loss of $3.7 million and diluted losses per share of $0.73 for the 2024 Quarter. The change reflects the various items discussed above.
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Nine Months Ended June 29, 2025
Operating results are summarized below.
| (Thousands of Dollars, Except Per Common Share Data) | June 29, 2025 | June 23, 2024 | Percent Change | ||||||||
| Operating revenue: | |||||||||||
| Print advertising revenue | 53,867 | 62,118 | (13.3) | % | |||||||
| Digital advertising revenue | 139,766 | 141,747 | (1.4) | % | |||||||
| Advertising and marketing services revenue | 193,633 | 203,865 | (5.0) | % | |||||||
| Print subscription revenue | 122,587 | 148,443 | (17.4) | % | |||||||
| Digital subscription revenue | 68,836 | 60,429 | 13.9 | % | |||||||
| Subscription revenue | 191,423 | 208,872 | (8.4) | % | |||||||
| Print other revenue | 22,938 | 24,839 | (7.7) | % | |||||||
| Digital other revenue | 15,241 | 15,230 | 0.1 | % | |||||||
| Other revenue | 38,179 | 40,069 | (4.7) | % | |||||||
| Total operating revenue | 423,235 | 452,806 | (6.5) | % | |||||||
| Operating expenses: | |||||||||||
| Compensation | 164,349 | 175,757 | (6.5) | % | |||||||
| Newsprint and ink | 9,996 | 13,101 | (23.7) | % | |||||||
| Other operating expenses | 223,387 | 221,247 | 1.0 | % | |||||||
| Depreciation and amortization | 15,218 | 21,438 | (29.0) | % | |||||||
| Assets loss (gain) on sales, impairments and other | (2,365) | 4,727 | NM | ||||||||
| Restructuring costs and other | 18,806 | 12,199 | 54.2 | % | |||||||
| Total operating expenses | 429,391 | 448,469 | (4.3) | % | |||||||
| Equity in earnings of associated companies | 2,963 | 3,869 | (23.4) | % | |||||||
| Operating (loss) income | (3,193) | 8,206 | NM | ||||||||
| Non-operating income (expense): | |||||||||||
| Interest expense | (30,365) | (30,427) | (0.2) | % | |||||||
| Pension and OPEB related benefit and other, net | 2,362 | 1,096 | NM | ||||||||
| Curtailment/Settlement gains | — | 3,593 | NM | ||||||||
| Total non-operating expense, net | (28,003) | (25,738) | 8.8 | % | |||||||
| Loss before income taxes | (31,196) | (17,532) | 77.9 | % | |||||||
| Income tax expense (benefit) | (1,281) | (3,438) | (62.7) | % | |||||||
| Net loss | (29,915) | (14,094) | NM | ||||||||
| Loss per common share: | |||||||||||
| Basic | (5.16) | (2.68) | 92.7 | % | |||||||
| Diluted | (5.16) | (2.68) | 92.7 | % | |||||||
References to the “2025 Period” refer to the nine months ended June 29, 2025. Similarly, references to the “2024 Period” refer to the nine months ended June 23, 2024.
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Operating Revenue
Total operating revenue was $423.2 million in the 2025 Period, down $29.6 million, or 6.5%, compared to the 2024 Period.
Advertising and marketing services revenue totaled $193.6 million in the 2025 Period, down 5.0% compared to the 2024 Period. Print advertising revenues were $53.9 million in the 2025 Period, down 13.3% compared to the 2024 Period due to continued secular declines in demand for print advertising and impacts from the Cyber Incident, which limited capacity for print advertising for certain publications for a short period of time. Digital advertising and marketing services totaled $139.8 million in the 2025 Period, down 1.4% compared to the 2024 Period. Digital advertising and marketing services represented 72.2% of the 2025 Period total advertising and marketing services revenue, compared to 69.5% during the 2024 Period.
Subscription revenue totaled $191.4 million in the 2025 Period, down 8.4% compared to the 2024 Period. Decline in full access volume, consistent with historical and industry trends were partially offset by selective increases on our full access subscriptions, and price increases on digital subscriptions. Digital-only subscribers now total 670,000. Digital-only subscription revenue grew 14.0% compared to the 2024 Period.
Other revenue, which primarily consists of commercial printing revenue and digital services from BLOX Digital, decreased $1.9 million, or 4.7%, in the 2025 Period compared to the 2024 Period. Digital services revenue totaled $15.2 million in the 2025 Period, a 0.1% increase compared to the 2024 Period. Commercial printing revenue totaled $12.1 million in the 2025 Period, a 8.0% decrease compared to the 2024 Period, primarily driven by reductions in print volumes from our partners.
Total digital revenue including digital advertising revenue, digital subscription revenue and digital services revenue totaled $223.8 million in the 2025 Period, an increase of 3.0% over the 2024 Period, and represented 52.9% of our total operating revenue in the 2025 Period.
Equity in earnings of TNI and MNI decreased $0.9 million in the 2025 Period.
Operating Expenses
Total operating expenses were $429.4 million in the 2025 Period, a 4.3% decrease compared to the 2024 Period. Cash Costs, a non-GAAP financial measure used to summarize certain operating expense (see reconciliation of Non-GAAP financial measures below), were down 3.0% in the 2025 Period.
Compensation expense decreased $11.4 million in the 2025 Period, or 6.5%, compared to the 2024 Period from reductions in full time employees ("FTEs") due to continued business transformation efforts, partially offset by investments in digital talent and higher expenses related to the Company's self-insured medical plan.
Newsprint and ink costs decreased $3.1 million in the 2025 Period, or 23.7%, compared to the 2024 Period. The decrease is attributable to declines in newsprint volumes.
Other operating expenses increased $2.1 million in the 2025 Period, or 1.0%, compared to the 2024 Period. Other operating expenses include all operating costs not considered to be compensation, newsprint, depreciation and amortization, or restructuring costs and assets loss (gain) on sales, impairments, and other, net. The largest components are costs associated with printing and distribution of our printed products, digital cost of goods sold and facility expenses. The increase is attributable to investments to our digital growth.
Restructuring costs and other increased $6.6 million in the 2025 Period, compared to the 2024 Period. The increase is primarily driven from costs associated with recovering from the Cyber Incident, closing down outsourced production facilities, ongoing business transformation efforts, and severance. Restructuring costs and other include severance costs, litigation expenses, restructuring expenses, cyber restoration costs, and advisor expenses.
Depreciation and amortization expense decreased $6.2 million in the 2025 Period, or 29.0%, compared to the 2024 Period. The decrease in both is attributable to assets becoming fully depreciated or amortized.
Assets loss (gain) on sales, impairments and other, was a net gain of $2.4 million in the 2025 Period compared to a net loss of $4.7 million in the 2024 Period. Assets loss (gain) on sales, impairments and other in the 2024 Period were primarily due to non-cash charges of $7.6 million that were recorded to reduce the carrying value of
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mastheads, which are non-amortized intangible assets. Assets gain on sales, impairments and other in the 2025 Period were the result of the disposition of non-core assets, including real estate.
The factors noted above resulted in an operating loss of $3.2 million in the 2025 Period compared to operating income of $8.2 million in the 2024 Period.
Non-operating Income and Expense
Interest expense decreased $0.1 million, or 0.2%, to $30.4 million in the 2025 Period, compared to the same period last year. The decrease was due to a lower average outstanding balance on our Term Loan. Our weighted average cost of debt was 9% at the end of the 2025 Period and 2024 Period.
Other non-operating income and expense consists of benefits associated with our pension and other postretirement plans. We recorded $2.2 million of periodic pension and other postretirement benefits in the 2025 Period compared to $4.7 million in the 2024 Period. The decrease was attributable due to the Company recognizing a non-cash curtailment gain of $1.2 million in the 2024 Period as a result of outsourcing certain postemployment defined benefit plan functions. Additionally, during the 2024 Period, the Company completed a voluntary lump sum payment of future benefits to terminated vested participants. The offer was accepted by 522 participants, representing a $22.6 million pension plan liability. As a result of the offer, a non-cash settlement gain of $2.4 million was recorded in Curtailment/Settlement gain on the Consolidated Statements of Loss and Comprehensive Loss. Both assets and liabilities of the plan were reduced by $22.6 million.
Income Tax Benefit
We recorded an income tax expense of $1.3 million, or 4.1% of pretax loss in the 2025 Period. In the 2024 Period, we recognized an income tax benefit of $3.4 million, or 19.6% of pretax loss.
Net loss and Loss Per Share
Net loss was $29.9 million and diluted loss per share were $5.16 for the 2025 Period compared to net loss of $14.1 million and diluted losses per share of $2.68 for the 2024 Period. The change reflects the various items discussed above.
NON-GAAP FINANCIAL MEASURES
We use non-GAAP financial performance measures to supplement the financial information presented on a GAAP basis. These non-GAAP financial measures should not be considered in isolation or as a substitute for the relevant GAAP measures and should be read in conjunction with information presented on a GAAP basis.
In this report, we present Adjusted EBITDA and Cash Costs which are non-GAAP financial performance measures that exclude from our reported GAAP results the impact of certain items consisting primarily of restructuring charges and non-cash charges. We believe such expenses, charges and gains are not indicative of normal, ongoing operations, and their inclusion in results makes for more difficult comparisons between years and with peer group companies. In the future, however, we are likely to incur expenses, charges and gains similar to the items for which the applicable GAAP financial measures have been adjusted and to report non-GAAP financial measures excluding such items. Accordingly, exclusion of those or similar items in our non-GAAP presentations should not be interpreted as implying the items are non-recurring, infrequent, or unusual.
We define our non-GAAP measures, which may not be comparable to similarly titled measures reported by other companies, as follows:
Adjusted EBITDA is a non-GAAP financial performance measure that enhances financial statement users' overall understanding of the operating performance of the Company. The measure isolates unusual, infrequent, or non-cash transactions from the operating performance of the business. This allows users to easily compare operating performance among various fiscal periods and how management measures the performance of the business. This measure also provides users with a benchmark that can be used when forecasting future operating performance of the Company that excludes unusual, nonrecurring or one-time transactions. Adjusted EBITDA is also a component of the calculation used by stockholders and analysts to determine the value of our business when using the market approach, which applies a market multiple to financial metrics. It is also a measure used to calculate the leverage ratio of the Company, which is a key financial ratio monitored and used
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by the Company and its investors. Adjusted EBITDA is defined as net income (loss), plus non-operating expenses, income tax expense, depreciation and amortization, assets loss (gain) on sales, impairments and other, restructuring costs and other, stock compensation and our 50% share of EBITDA from TNI and MNI, minus equity in earnings of TNI and MNI.
Cash Costs represent a non-GAAP financial performance measure of operating expenses which are measured on an accrual basis and settled in cash. This measure is useful to investors in understanding the components of the Company’s cash-settled operating costs. 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 are defined as compensation, newsprint and ink and other operating expenses. Depreciation and amortization, assets loss (gain) on sales, impairments and other, other non-cash operating expenses and other expenses are excluded. Cash Costs also exclude restructuring costs and other, which are typically settled in cash.
Adjusted EBITDA and Cash Costs are reconciled to net income (loss) and operating expenses, below, the closest comparable numbers under GAAP.
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:
| Three months ended | Nine months ended | |||||||||||||
| (Thousands of Dollars) | June 29, 2025 | June 23, 2024 | June 29, 2025 | June 23, 2024 | ||||||||||
| Net loss | (1,676) | (3,691) | (29,915) | (14,094) | ||||||||||
| Adjusted to exclude | ||||||||||||||
| Income tax benefit | (2,744) | (849) | (1,281) | (3,438) | ||||||||||
| Non-operating expenses, net | 9,082 | 9,465 | 28,003 | 25,738 | ||||||||||
| Equity in earnings of TNI and MNI | (686) | (1,122) | (2,963) | (3,869) | ||||||||||
| Depreciation and amortization | 3,783 | 6,850 | 15,218 | 21,438 | ||||||||||
| Restructuring costs and other | 7,141 | 3,795 | 18,806 | 12,199 | ||||||||||
| Assets (gain) loss on sales, impairments and other, net | (1,562) | (1,421) | (2,365) | 4,727 | ||||||||||
| Stock compensation | 540 | 474 | 1,328 | 1,189 | ||||||||||
| Add: | ||||||||||||||
| Ownership share of TNI and MNI EBITDA (50%) | 1,066 | 1,323 | 3,488 | 4,644 | ||||||||||
| Adjusted EBITDA | 14,944 | 14,824 | 30,319 | 48,534 | ||||||||||
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The table below reconciles the non-GAAP financial performance measure of Cash Costs to Operating expenses, the most directly comparable GAAP measure:
| Three months ended | Nine months ended | |||||||||||||
| (Thousands of Dollars) | June 29, 2025 | June 23, 2024 | June 29, 2025 | June 23, 2024 | ||||||||||
| Operating expenses | 137,318 | 146,775 | 429,391 | 448,469 | ||||||||||
| Adjustments | ||||||||||||||
| Depreciation and amortization | 3,783 | 6,850 | 15,218 | 21,438 | ||||||||||
| Assets (gain) loss on sales, impairments and other, net | (1,562) | (1,421) | (2,365) | 4,727 | ||||||||||
| Restructuring costs and other | 7,141 | 3,795 | 18,806 | 12,199 | ||||||||||
| Cash Costs | 127,956 | 137,551 | 397,732 | 410,105 | ||||||||||
LIQUIDITY AND CAPITAL RESOURCES
A summary of our cash flows is included in the narrative below.
Operating Activities
Cash required for operating activities totaled $0.8 million in the 2025 Period compared to cash provided by operating activities of $1.4 million in 2024 Period, a decrease of $0.6 million. The decrease was primarily driven by a decrease in operating results of $24.1 million (defined as net loss adjusted for non-working capital items), partially offset by non-cash interest expense of $10.1 million and an increase in working capital of $13.4 million. The increase in working capital is primarily related to the cyber incident, which increased both accounts payable and accounts receivable.
Investing Activities
Cash provided by investing activities totaled $5.1 million in the 2025 Period compared to cash provided by investing activities of $0.5 million in the 2024 Period. 2025 Period and 2024 Period included $8.7 million and $7.1 million, respectively, in proceeds from the sale of assets as the Company divested non-core real estate.
We anticipate that funds necessary for capital expenditures, which are expected to total up to $7.0 million in 2025, and other requirements, will be available from internally generated funds.
Financing Activities
Cash required for financing activities totaled $1.4 million in the 2025 Period compared to $3.0 million required in the 2024 Period. The Debt reduction accounted for nearly all the usage of funds in both periods.
Additional Information on Liquidity
Our liquidity, consisting of cash on the balance sheet, totaled $14.1 million on June 29, 2025. This liquidity amount excludes any future cash flows from operations. For the nine months ending June 29, 2025, cash provided by operating activities totaled $0.8 million. The current operating environment, business transformation spending, and impacts from the Cyber Incident have reduced net cash flows and put pressure on the Company's liquidity. In response to the current challenges, the Company has implemented specific plans to maintain sufficient liquidity for the foreseeable future.
The Company's plan includes reducing operating and capital spending and reducing outstanding accounts receivable. Reductions in operating expenses and capital spending largely impact the Company's print businesses and future products that are not generating revenue today. Due to the cyber incident and in an effort to improve liquidity, the Company was granted waivers of interest and rent for three months.
The Company executed its plan in the 13 weeks ended June 29, 2025, resulting in an improvement in operating results (defined as net loss adjusted for non-working capital items). This improvement marked a significant
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milestone in the cyber recovery, as since May 2025 all mandatory and principal payments were funded through cash from operations. The Company anticipates the improvement to continue into future quarters.
CHANGES IN LAWS AND REGULATIONS
Wage Laws
The United States and various state and local governments are considering increasing their respective minimum wage rates. Most of our employees are paid more than 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.
Item 3. Controls and Procedures
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
There have been no changes in our internal control over financial reporting that occurred during the 13 weeks ended June 29, 2025 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.
Video Privacy Protection Act Litigation and Settlement. The Company was named as a defendant by a group of Plaintiffs acting on behalf of a proposed class of digital subscribers in a lawsuit in 2022. The lawsuit alleged that the Company violated the Video Privacy Protection Act (“VPPA”) by using pixels to track subscribers’ video viewing activity on Company websites and sharing it with Meta without consent.
The Company has agreed to a preliminary settlement with the Plaintiffs for $9.5 million, subject to required court approval. The entire settlement amount will be paid by the Company’s insurance carriers.
The settlement liability and insurance receivable are recorded within “Compensation and other accrued liabilities” and “Prepaids and other” on the Consolidated Balance Sheets as of June 29, 2025 and September 29, 2024, respectively.
Cybersecurity Incident Litigation. As previously disclosed, the Company experienced a cybersecurity incident during the second quarter of 2025, which involved unauthorized access to certain systems and data. Following public disclosure of the incident, the Company was named as a defendant in several putative class action lawsuits filed in or around June 2025, in the United States District Court for the Southern District of Iowa on behalf of all individuals affected by the cybersecurity incident, including those who received notice of the incident. These lawsuits generally allege, among other things, that the Company failed to adequately protect personal or sensitive information and seek unspecified damages and other relief.
The Company is vigorously defending against these claims. Given the early stage of these proceedings, the outcome of these matters is uncertain, and the Company is unable to estimate a possible loss or range of loss at this time.
The Company maintains cyber liability and other applicable insurance coverage and believes that any potential losses associated with these claims, if adverse outcomes were to occur, would be covered, subject to applicable deductibles and policy limits.
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Item 1A Risk Factors
Except as otherwise described herein, there have been no material changes in the risk factors previously disclosed in “Part I, Item 1A. Risk Factors” of our 2024 Form 10-K.
Item 5. Other Information
Cybersecurity Incident
On February 3, 2025, the Company experienced a systems outage caused by a cybersecurity attack by threat actors who unlawfully accessed the Company's network, encrypted critical applications, and exfiltrated certain files (the "Cyber Incident"). Upon discovery, the Company promptly activated its incident response plan, engaging both internal teams and third-party cybersecurity experts.
Following the containment of the initial threat and as a result of a subsequent, comprehensive review with a third-party vendor, the Company determined certain files may have been accessed or acquired on February 1, 2025, including customers' and subscribers personal information. The Company reported the Incident to relevant law enforcement and will cooperate with any resulting investigation or efforts to hold the perpetrators accountable. In addition, through a data breach and recovery services vendor, the Company is offering identity theft protection services to those customers and subscribers potentially involved in the data breach.
During the three months ended June 29, 2025, the Company incurred $1.2 million of expenses related to the Cyber Incident. During the nine months ended June 29, 2025, the Company incurred $3.1 million of expenses related to the Cyber Incident. These expenses are recognized in "Restructuring and Other" in the Consolidated Statements of Loss and Comprehensive Loss. The Cyber Incident remains under legal and forensic investigation, including evaluation of the extent and potential risk related to unauthorized access to sensitive data.
The incident continues to have a significant negative impact on the Company's 2025 operating results. Various revenue lines were impacted, certain operating expenses are trending higher than they were prior to the incident, and many projects underway were significantly delayed. While operating impacts from the incident have not been fully realized, the Company estimates the incident impacted revenue by more than $10 million.
The Company maintains cyber insurance coverage to limit its exposure to losses such as those related to the Cyber Incident, subject to a $500,000 deductible. Coverage includes, among other things, the cost of recovery and restoration as well as business interruption. The Company has submitted claims to its insurers for reimbursement of certain costs, expenses, and losses stemming from the Cyber Incident. To date, $707,000 reimbursements have been received, however the claims processing is ongoing as of the date of this filing.
Rights Agreement
On March 28, 2024, our Board of Directors adopted a stockholder rights plan (the “Rights Agreement”). Pursuant to the Rights Agreement, on March 28, 2024, our Board of Directors declared a dividend of one preferred share purchase right (a “Right”), payable on April 8, 2024, for each share of our Common Stock outstanding to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series C Participating Convertible Preferred Stock, without par value (the “Preferred Shares”), of the Company at a price of $90.00 per one one-thousandth of a Preferred Share represented by a Right, subject to adjustment.
The Rights will initially trade with our Common Stock and will generally become exercisable only if any person or group, other than certain exempt persons, acquires beneficial ownership of 15% or more of our Common Stock outstanding. In the event the Rights become exercisable, each holder of a Right, other than the triggering person(s), will be entitled to purchase additional shares of our Common Stock at a 50% discount or the Company may exchange each Right held by such holders for one share of our Common Stock. The Rights Agreement was to continue in effect until March 27, 2025, or unless earlier redeemed or terminated by the Company, as provided in the Rights Agreement. On March 27, 2025, the Board of Directors extended the termination date of the Rights Agreement to March 27, 2026 The Rights have no voting or dividend privileges, and, unless and until they become exercisable, have no dilutive effect on the earnings of the Company.
The Rights Agreement applies equally to all current and future stockholders and is not intended to deter offers or preclude our Board of Directors from considering acquisition proposals that are fair and otherwise in the best
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interest of our stockholders. However, the overall effect of the Rights Agreement may render it more difficult or discourage a merger, tender offer, or other business combination involving us that is not supported by our Board of Directors.
Item 6. Exhibits
Exhibits marked with an asterisk (*) are incorporated by reference to documents previously filed by us with the SEC, as indicated. Exhibits marked with a plus (+) are management contracts or compensatory plan contracts or arrangements filed pursuant to Item 601(b)(10)(iii)(A) of Regulation S-K. All other documents listed are filed with this Quarterly Report on Form 10-Q.
| Number | Description | |||||||
4.2* | ||||||||
10.1* | ||||||||
| 31.1 | Attached | |||||||
| 31.2 | Attached | |||||||
| 32.1 | Attached | |||||||
| 32.2 | Attached | |||||||
| 101.INS | Inline XBRL Instance Document (the Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) | Attached | ||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | Attached | ||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | Attached | ||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | Attached | ||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | Attached | ||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | Attached | ||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and embedded within the Inline XBRL document) | Attached | ||||||
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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/ Timothy R. Millage | August 8, 2025 | |||||||||||||
| Timothy R. Millage | ||||||||||||||
| Vice President, Chief Financial Officer and Treasurer | ||||||||||||||
| (Principal Financial and Accounting Officer) | ||||||||||||||
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