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): July 30, 2024

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 2.02.  Results of Operations and Financial Condition.

On July 30, 2024, DallasNews Corporation announced its consolidated financial results for the three months ended June 30, 2024. A copy of the announcement press release is furnished with this report as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Press Release issued by DallasNews Corporation on July 30, 2024
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: July 30, 2024	DALLASNEWS CORPORATION
	By:	/s/ Catherine G. Collins
		Catherine G. Collins
		Chief Financial Officer

EX-99.1

Exhibit 99.1

DallasNewsCorporationAnnouncesSecondQuarter2024Financial Results

DALLAS–  DallasNewsCorporation(Nasdaq:DALN)(the “Company”) todayreportedsecondquarter2024net incomeof $1.5 million, or $0.27pershare, and operating income of$0.6 million.  In thesecond quarterof 2023,  the Company reported a  net loss  of  $0.9 million, or $(0.16)per share, and an operating loss of $1.2million.

For the second quarterof 2024, on a non-GAAP basis, DallasNewsreported operating incomeadjusted for certain items (“adjusted operating income (loss)”)  of $1.2million, an improvement of $1.4million when compared to an adjusted operating loss of $0.3 millionreported in the second quarterof 2023. The improvementis due toexpense savings of $5.4 million, partially offset by a total revenue decline of $4.0 million that is primarily attributable to the Company exitingits shared mail program and discontinuing its print-only niche publications.

Grant Moise, Chief Executive Officer, said, “The second quarter showed positive year-over-year financial performance due to disciplined expense management and improved revenue performance from Medium Giant and Circulation atThe Dallas Morning News.  I am very pleased with the team’s performance, and these improved results continue to move us closer to our goal of becoming a sustainably profitable media and marketing company.”

SecondQuarter Results

Total revenue was $32.1million in the second quarterof 2024,  a decrease of $4.0million or11.0percentwhen compared to thesecond quarterof 2023.

DallasNewsCorporationAnnouncesSecond Quarter 2024Financial Results

July 30, 2024

Page2

Revenue from advertising and marketing services, including print and digital revenues,was $12.8 million in the  second quarterof 2024,  a decrease of $3.4 million or 21.2percent when compared to the $16.2million reported for the second quarter of 2023.The decline is primarily due to a $3.9 milliondecrease in print advertising revenueresulting from theCompany ending its shared mail program and print-only niche publications at the end of August 2023. All remaining advertising and marketing services revenue improved $0.4million.

Circulation revenue was $16.2million in the second quarterof 2024,  an increase of $0.2 million or 1.2 percent when compared to the $16.0 million reported for the second quarterof 2023.  The digital-only subscription revenue increase of $0.7 million or 18.8 percent offset the print circulation revenue decline of $0.5 million or 4.5 percent.

Printing, distribution and other revenue was $3.1 million, a decrease of $0.7 million or 18.4 percent when compared to the second quarter of 2023, primarily due to declines in revenue from commercial printing and distribution, and mailed advertisements for business customers.

Total consolidated operating expense in the second quarterof 2024, on a GAAP basis,was $31.5million, an improvement of $5.7 million or 15.4 percent when compared to the second quarterof 2023. The improvement is primarily due to expense savings of $2.3 million in distribution, $2.5 million in employee compensation and benefits,  including severance, and $1.0 million in newsprint.

On a non-GAAP basis,adjusted operating expensewas$30.9 million, an improvement of $5.4 millionor 14.8 percent whencompared to the second quarterof2023. Excluding severance, employee compensation and benefitsexpense improved $2.1 million.

As of June 30,  2024,  the Company had 533 employees, aheadcount decrease of 111or 17.2 percentwhencompared to the prior year period, resulting from the 2023 Voluntary Severance Program participants and additional first quarter headcount reductions at Medium Giant. Cash and cash equivalents along with short-term investments were $17.1 million and the Company had no debt.

DallasNewsCorporationAnnouncesSecond Quarter 2024Financial Results

July 30, 2024

Page3

Segment Information

In the second quarter of 2024, based on changes made in the reporting package used by the Company’s Chief Operating Decision Maker (“CODM”)for purposes of allocating resources and assessing performance, the Company determined it has two reportable segments. The two reportable segments are the following:

· TDMN is comprised of the Company’s traditional print business that includes operating The Dallas Morning News and related digital platforms including dallasnews.com.

· Agency is comprised of the Company’s full-service advertisingagency, MediumGiant.

In addition to the reportable segments, the Company has a Corporate and Other category that includes expenses not directly attributable to a specific reportable segment.

The CODM, who is the Chief Executive Officer, uses adjusted operating income (loss) for the purposes of evaluating performance and allocating resources.  Adjusted operating income (loss) by reportable segment, and corporate and other is included in the exhibits to this release.  

DallasNewsCorporationAnnouncesSecond Quarter 2024Financial Results

July 30, 2024

Page4

Non-GAAPFinancialMeasures

Reconciliationsof operating income (loss) to adjusted operating income (loss), andtotal operating costs and expense to adjusted operating expense areincludedin the exhibits to this release.

The Company calculates adjusted operating income (loss) by adjusting operating income (loss) to exclude depreciation, severance expense, (gain) loss on sale/disposal of assets, and asset impairments (“adjusted operating income (loss)”). The Company believes that inclusion of certain noncash expenses and other items in the results makes for more difficult comparisons between years and with peer group companies.

Adjusted operating income (loss) is not a measure of financial performance under generally accepted accounting principles (“GAAP”). Management uses adjusted operating income (loss) and similar measures in internal analyses as supplemental measures of the Company’s financial performance, and for performance comparisons versus its peer group of companies. Management uses this non-GAAP financial measure for the purposes of evaluating consolidated Company performance. The Company therefore believes that the non-GAAP measure presented provides useful information to investors by allowing them to view the Company’s business through the eyes of management and the Board of Directors, facilitating comparison of results across historical periods and providing a focus on the underlying ongoing operating performance of its business. Adjusted operating income (loss) should not be considered in isolation or as a substitute for net income (loss), cash flows provided by (used for) operating activities or other comparable measures prepared in accordance with GAAP. Additionally, this non-GAAP measure may not be comparable to similarly-titled measures of other companies.

DallasNewsCorporationAnnouncesSecond Quarter 2024Financial Results

July 30, 2024

Page5

Financial Results Conference Call

DallasNews Corporation will conduct a conference call on Wednesday,  July31,2024, at 9:00 a.m. CDT to discuss financial results. The conference call will be available via webcast by accessing the Company’s website atinvestor.dallasnewscorporation.com/events.  An archive of the webcast will be available at dallasnewscorporation.com in the Investor Relations section.

To access the conference call, dial 1-877-336-4436 and enter the following access code when prompted: 8453121.A replay line will be available at 1-866-207-1041 from 12:00 p.m. CDT on July31,2024 until 11:59p.m. CDT on August6,2024.  The access code for the replay is 4993908.

DallasNewsCorporationAnnouncesSecond Quarter 2024Financial Results

July 30, 2024

Page6

AboutDallasNewsCorporation

DallasNews Corporation is the Dallas-based holding company of The Dallas Morning News and MediumGiant.TheDallasMorningNews is Texas’ leading daily newspaper with an excellent journalistic reputation, intense regional focus and close community ties. With offices in Dallas and Tulsa, Medium Giant is a full-service advertising agency dedicated to designing, creating and delivering stories that drive customers to act. For additional information, visit dallasnewscorporation.com or email invest@dallasnews.com. 

Statements in this communication concerning the Company’s business outlook or future economic performance, revenues, expenses, cash balance, investments, business initiatives, working capital, dividends,future financings, and other financial and non-financial items that are not historical facts are “forward-looking statements” as the term is defined under applicable federal securities laws. Words such as “anticipate,” “assume,” “believe,” “can,” “could,” “estimate,” “forecast,” “intend,” “expect,” “may,” “project,” “plan,” “seek,” “should,” “target,” “will,” “would” and their opposites 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 set forth in forward-looking statements. Such risks, trends and uncertainties are, in most instances, beyond the Company’s control, and include changes in advertising demand and other economic conditions; volatility in the North Texas real estate market; the timeline for transitioning print operations; consumers’ tastes; newsprint and distribution prices; program costs; the Company’s ability to successfully execute the Return to Growth Plan; the Company’s ability to maintain compliance with the continued listing requirements of The Nasdaq Capital Market; the success of the Company’s digital strategy; labor relations; cybersecurity incidents; and technological obsolescence. Among other risks, there can be no guarantee that the board of directors will approve dividends in the future or that the Company’s financial projections are accurate, as well as other risks described in the Company’s Annual Report on Form 10-K and in the Company’s other public disclosures and filings with the Securities and Exchange Commission. 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.

DallasNews Corporation and Subsidiaries

Consolidated Statements of Operations

	Three Months Ended June 30,				Six Months Ended June 30,
In thousands, except share and per share amounts (unaudited)	2024		2023		2024		2023
Net Operating Revenue:
Advertising and marketing services	$	12,784	$	16,223	$	24,430	$	31,532
Circulation		16,181		15,996		32,481		32,007
Printing, distribution and other		3,096		3,793		6,252		7,675
Total net operating revenue		32,061		36,012		63,163		71,214
Operating Costs and Expense:
Employee compensation and benefits		14,738		17,236		30,855		34,609
Other production, distribution and operating costs		15,046		17,293		30,105		35,321
Newsprint, ink and other supplies		1,302		2,346		2,586		4,530
Depreciation		407		357		805		730
Total operating costs and expense		31,493		37,232		64,351		75,190
Operating income (loss)		568		(1,220)		(1,188)		(3,976)
Other income, net		641		378		1,252		740
Income (Loss) Before Income Taxes		1,209		(842)		64		(3,236)
Income tax provision (benefit)		(241)		26		(23)		258
Net Income (Loss)	$	1,450	$	(868)	$	87	$	(3,494)
Per Share Basis (1)
Net income (loss)
Basic	$	0.27	$	(0.16)	$	0.02	$	(0.65)
Diluted	$	0.27	$	(0.16)	$	0.02	$	(0.65)
Number of common shares used in the per share calculation:
Basic		5,352,490		5,352,490		5,352,490		5,352,490
Diluted		5,352,490		5,352,490		5,352,490		5,352,490

(1) The Company’s Series A and Series B common stock equally share in the distributed and undistributed earnings. There were no options or RSUs outstanding as ofJune 30,  2024and 2023, that would result in dilution of shares or the calculation of EPS under the two-class method as prescribed under ASC 260 – Earnings Per Share.

DallasNews Corporation and Subsidiaries

Consolidated Balance Sheets

	June 30,		December 31,
In thousands (unaudited)	2024		2023
Assets
Current assets:
Cash and cash equivalents	$	16,601	$	11,697
Short-term investments		500		10,781
Accounts receivable, net		9,120		9,923
Other current assets		5,062		4,532
Total current assets		31,283		36,933
Property, plant and equipment, net		9,280		7,099
Operating lease right-of-use assets		18,690		16,141
Deferred income taxes, net		273		271
Other assets		1,779		1,790
Total assets	$	61,305	$	62,234
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	5,111	$	3,963
Accrued compensation and other current liabilities		6,926		10,449
Contract liabilities		9,969		9,511
Total current liabilities		22,006		23,923
Long-term pension liabilities		16,180		17,353
Long-term operating lease liabilities		18,848		16,924
Other liabilities		1,022		1,076
Total liabilities		58,056		59,276
Contingent liabilities
Total shareholders' equity		3,249		2,958
Total liabilities and shareholders’ equity	$	61,305	$	62,234

DallasNews Corporation and Subsidiaries

Revenue by Reportable Segment

	Three Months Ended June 30,				Six Months Ended June 30,
In thousands (unaudited)	2024		2023 (Recast)		2024		2023 (Recast)
TDMN
Print advertising(1)	$	6,558	$	10,294	$	12,197	$	19,590
Digital advertising(2)		2,274		2,255		4,232		4,332
Agency
Marketing and media services(2)		3,952		3,674		8,001		7,610
Advertising and Marketing Services	$	12,784	$	16,223	$	24,430	$	31,532
TDMN
Print circulation		11,603		12,144		23,359		24,525
Digital circulation		4,578		3,852		9,122		7,482
Circulation	$	16,181	$	15,996	$	32,481	$	32,007
TDMN		3,096		3,634		6,252		7,357
Agency		—		159		—		318
Printing, Distribution and Other	$	3,096	$	3,793	$	6,252	$	7,675
Total Net Operating Revenue	$	32,061	$	36,012	$	63,163	$	71,214

(1) Includes $3,870 and $7,649 for the three and six months ended June 30, 2023, respectively, of revenue generated from the Company’s shared mail program to deliver weekly preprints, as well as advertising in the print-only editions of its niche publications. At the end of August 2023, the Company made the strategic decisions to exit its shared mail program and discontinue print-only editions of its niche publications.

(2) Prior to the segment reporting change, digital advertising, and marketing and media services revenues were reported in aggregate.

DallasNews Corporation - Non-GAAP Financial Measures

Reconciliation of Operating Income (Loss) to Adjusted OperatingIncome (Loss)

	Three Months Ended June 30,				Six Months Ended June 30,
In thousands (unaudited)	2024		2023		2024		2023
Total net operating revenue	$	32,061	$	36,012	$	63,163	$	71,214
Total operating costs and expense		31,493		37,232		64,351		75,190
Operating Income (Loss)	$	568	$	(1,220)	$	(1,188)	$	(3,976)
Total operating costs and expense	$	31,493	$	37,232	$	64,351	$	75,190
Less:
Depreciation		407		357		805		730
Severance expense		198		608		776		825
Adjusted Operating Expense	$	30,888	$	36,267	$	62,770	$	73,635
Total net operating revenue	$	32,061	$	36,012	$	63,163	$	71,214
Adjusted operating expense		30,888		36,267		62,770		73,635
Adjusted Operating Income (Loss)	$	1,173	$	(255)	$	393	$	(2,421)

DallasNews Corporation - Non-GAAP Financial Measures

Adjusted Operating Income (Loss) by Reportable Segment, and Corporate and Other

	Three Months Ended June 30,				Six Months Ended June 30,
In thousands (unaudited)	2024		2023		2024		2023
TDMN
Total net operating revenue	$	28,109	$	32,179	$	55,162	$	63,286
Adjusted operating expense		21,794		27,151		43,597		55,097
Adjusted Operating Income (Loss)	$	6,315	$	5,028	$	11,565	$	8,189
Agency
Total net operating revenue	$	3,952	$	3,833	$	8,001	$	7,928
Adjusted operating expense		3,921		4,338		8,372		8,872
Adjusted Operating Income (Loss)	$	31	$	(505)	$	(371)	$	(944)
Corporate and Other
Total net operating revenue	$	—	$	—	$	—	$	—
Adjusted operating expense		5,173		4,778		10,801		9,666
Adjusted Operating Income (Loss)	$	(5,173)	$	(4,778)	$	(10,801)	$	(9,666)
Total Adjusted Operating Income (Loss)	$	1,173	$	(255)	$	393	$	(2,421)
Excluded expenses:
Depreciation		407		357		805		730
Severance expense		198		608		776		825
Operating Income (Loss)	$	568	$	(1,220)	$	(1,188)	$	(3,976)
Other income, net		641		378		1,252		740
Income (Loss) Before Income Taxes	$	1,209	$	(842)	$	64	$	(3,236)

XML

Document and Entity Information	Jul. 30, 2024
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	Jul. 30, 2024
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