8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549  

FORM 8-K 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 29, 2023

DallasNews CORPORATION

(Exact name of registrant as specified in its charter)

Commission file number: 1-33741

Texas	38-3765318
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
P. O. Box 224866, Dallas, Texas 75222-4866	(214) 977-8869
(Address of principal executive offices, including zip code)	(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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Series A Common Stock, $0.01 par value	DALN	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.  ☐
‎

Item 8.01. Other Events.

On June 29, 2023, DallasNews Corporation published an article on Dallasnews.com noting that The Dallas Morning News will discontinue print editions of its free weekly Al Día and Briefing publications at the end of August after failing to reach a contract extension with a vendor. A copy of the news article is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Statements in this Current Report on Form 8-K concerning the Company’s business outlook or future economic performance that are not historical facts are “forward-looking statements” as the term is defined under applicable federal securities laws. Words such as “expected” and similar expressions are intended to identify forward-looking statements. Forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those statements. Such risks, trends and uncertainties are, in most instances, beyond the Company’s control, and include the financial impact of the termination of the Company’s partnership with Vericast Corp. Forward-looking statements, which are as of the date of this filing, are not updated to reflect events or circumstances after the date of the statement.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	DallasNews Corporation News Article Published on June 29, 2023
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

‎

SIGNATURE

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.

Date: June 29, 2023	DALLASNEWS CORPORATION
	By:	/s/ Katy Murray
		Katy Murray
		President and Chief Financial Officer

EX-99.1

Exhibit 99.1

News Article Published on Dallasnews.com

June 29, 2023

Dallas Morning News to discontinue Al Dia, Briefing print editions

The move comes as a contract supporting the free publications came up for renewal.

The Dallas Morning News will discontinue print editions of its free weekly Al Díaand Briefing publications at the end of August after failing to reach a contract extension with a vendor whose weekly shared mail coupons and home delivery inserts supported the products.

The decision comes after San Antonio-based Vericast sought contract terms that would make the publications unprofitable, said Katy Murray, president of DallasNews Corporation,TheNews’ parent company. 

“Based on the terms given us, there was no way we would be able to continue to deliver them profitably,” she said. “It was a business decision.”

Cost-cutting moves will result in the reduction of 13 Medium Giant and distribution positions, Murray said. Medium Giant is DallasNews’ digital marketing services agency.

The Vericast partnership was forecasted to generate about $1 million a month in revenue this year, although that’s been declining as advertisers move away from coupon inserts, Murray said.

After the elimination of newsprint, delivery and employee-related expenses, Murray said the impact on DallasNews’ bottom line is expected to be “net neutral.”

AlDíawill continue to be available in an online and e-paper format after the print edition is discontinued.Al Día’s news staff also will continue to produce online content throughout the week. In addition,The News  is soon launching an effort to have its reporters join Al Día in covering this community.  

Grant Moise, publisher ofThe News, said the company remains committed to serving its Hispanic audience with both Spanish and English news. Earlier this year, The News moved fourAl Día journalists into broader newsroom roles in an effort to strengthen reporting of the state’s largest demographic group.

Al Día launched as a print edition 19 years ago.Briefing, designed as a quick-read news product, has been published in print for 15 years. Combined, over 300,000 copies are printed weekly, with Vericast’s coupon package contained inside.

“Briefing was initially created in 2008 to reach busy families on the go who stillwanted their news in a print format,” Moise said in announcing the changes. “Fifteen years later, the media consumption patterns of those busy families have moved almost exclusively to digital sources, which makes Dallasnews.com a destination source of news and information for those young parents.”

Grocery stores, long a staple of newspaper coupon inserts, also have increasingly moved toward advertising their deals digitally through branded websites and smartphone apps. In May, the nation’s largest grocery store chain, Kroger, said it was eliminating weekly grocery ads in newspapers.

Murray emphasized thatTheNewshas no intention of eliminating its print editions. It relies on both subscriber and advertising revenue, whileAl Día andBriefingwere advertising dependent.

“The News is in a favorable financial position, with a strong balance sheet and nodebt, which allows us to focus on the growth areas of our business that are of thehighest interest to readers and advertisers,” Murray said.

XML

Document and Entity Information	Jun. 29, 2023
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	Jun. 29, 2023
Entity Registrant Name	DallasNews CORPORATION
Entity File Number	1-33741
Entity Incorporation, State or Country Code	TX
Entity Tax Identification Number	38-3765318
Entity Address, Address Line One	P. O. Box 224866
Entity Address, City or Town	Dallas
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75222-4866
City Area Code	214
Local Phone Number	977-8869
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Title of 12(b) Security	Series A Common Stock, $0.01 par value
Trading Symbol	DALN
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001413898
Amendment Flag	false