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): March 9, 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 2.02.  Results of Operations and Financial Condition.

On March 9, 2023, DallasNews Corporation (the “Company”) announced its consolidated financial results for the fourth quarter and full year ended December 31, 2022. A copy of the announcement press release is furnished with this report as Exhibit 99.1.

Item 8.01.  Other Events.

On March 9, 2023, the Company’s Board of Directors declared a second quarter 2023 dividend of $0.16 per share. The dividend will be payable on June 2, 2023, to shareholders of record at the close of business on May 12, 2023. A copy of the announcement press release is furnished with this report as Exhibit 99.2.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Press Release issued by DallasNews Corporation on March 9, 2023
99.2	Press Release issued by DallasNews Corporation on March 9, 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: March 9, 2023	DALLASNEWS CORPORATION
	By:	/s/ Katy Murray
		Katy Murray
		President and Chief Financial Officer

EX-99.1

Exhibit 99.1

DallasNewsCorporationAnnouncesFourth Quarter and Full Year 2022Financial Results

DALLAS–  DallasNewsCorporation(Nasdaq:DALN)todayreporteda  fourthquarter2022net lossof $2.1 million, or $(0.40)pershare, andan operating loss of $1.9 million.  In the fourth quarter of 2021,  the Company reported net income  of  $2.1 million, or $0.40 per share, and an operating loss of $0.7million. The fourth quarter 2021 net income includes a non-cash pension benefit of $1.0 million and cash proceeds of $1.3 million related to the sale of inactive IP addresses.

For the fourth quarter of 2022, on a non-GAAP basis, DallasNewsreported an operating lossadjusted for certain items (“adjusted operating income (loss)”)  of $1.0million, adecreaseof $1.3million when compared to adjusted operating income of $0.3 millionreported in the fourth quarter of 2021. The decreaseis primarily due to a total revenue decline of $1.5 million.

For the full year 2022, the Company reported a net loss of $9.8 million, or $(1.83) per share, and an operating loss of $9.0 million. For the full year2021, the Company reported a net loss of $0.5 million, or $(0.09) per share, and an operating loss of $10.0million. The 2021 net loss includes a non-cash pension benefit of $4.2 million, a non-cash tax benefit of $2.6 million related to the release of anuncertain tax reserve and cash proceeds of $1.3 million related to the sale of inactive IP addresses.

For the full year 2022, on a non-GAAP basis, the Company reported an adjusted operating loss of $5.3 million, a $1.5 milliongreater loss when compared to an adjusted operating loss of $3.8 million reported for the full year 2021.The incremental lossis primarily due to a total revenue decline of $3.7 million and a newsprint expense increase of $1.2 million, partially offset by expense savingsof $2.7 million in distribution and $1.0 million in employee compensation and benefits.

DallasNewsCorporationAnnouncesFourthQuarterand Full Year 2022Financial Results

March 9, 2023

Page2

Grant Moise, Chief Executive Officer, said,  “In 2022, our performance met the Return to GrowthPlan that we presented toourBoard in September of 2021. This plan is built with the intention of creating a sustainably profitable digital media and marketingservices company, and our annual results in 2022 wereconsistent with it. Simultaneously, we remain committed to returning capital to shareholders during this transition which was evident in the payment of our special dividend and regular dividends last year. The current phase of the RTG Plan will be the most challenging and our team is focused on the key business drivers that will determine our success.”

Fourth Quarter Results

Total revenue was $39.1million in the fourth quarter of 2022,  a decrease of $1.5million or3.6percent when compared to thefourth quarter of 2021.

Revenue from advertising and marketing services, including print and digital revenues, was $18.4 million in the  fourth quarter of 2022,  a decrease of $1.4 million or 7.0 percent when compared to the $19.8 million reported for the fourth quarter of 2021.The decline is primarily due to a $1.0 million or 8.1 percent reduction in print advertising revenue.

Circulation revenue was $16.6million in the fourth quarter of 2022,  a decrease of less than $0.1 million when compared to the fourth quarter of 2021.  Digital-only subscription revenue increased $0.6 million or 23.2 percent, offset by a print circulation decline of $0.7 million or 5.1 percent.

Printing, distribution and other revenue was $4.1 million, a slight decrease when compared to the fourth quarter of 2021.

DallasNewsCorporationAnnouncesFourthQuarterand Full Year 2022Financial Results

March 9, 2023

Page3

Total consolidated operating expense in the fourth quarter of 2022, on a GAAP basis,was $41.0million, an improvement of $0.2 million or 0.5 percent when compared to the fourth quarter of 2021.The improvement is primarily due to expense savings of $1.1 million in distribution and $0.6 million in outside services, partially offset by an increase of $1.6 million in employee compensation and benefits expense.

On a non-GAAP basis,adjusted operating expensewas$40.1million, animprovement of $0.2 millionor 0.4 percent whencompared to the fourth quarter of 2021.

Full Year Results

Total revenue was $150.7million for the full year 2022, a decrease of $3.7 million or 2.4 percent when compared to the full year 2021.

Revenue from advertising and marketing services, including print and digital revenues, was $69.7 million in 2022, adecrease of $3.6 million or 4.9 percent when comparedto the $73.3 million reported for the full year 2021.  Print advertising revenue declined $2.7 million or 5.6 percent and digital advertising and marketing services revenue declined $0.9 million or 3.6 percent.

Circulation revenue was $65.2 millionfor the full year 2022,  an increase of $0.2 million or 0.4 percent when compared to the full year 2021.  Digital-only subscription revenue increased $3.5 million or 36.9 percent, partially offset by a print circulation decline of $3.3 million or 6.0 percent.

Printing, distribution and other revenue decreased $0.4 million, or 2.3 percent, to $15.8 million, primarily due to reductions in revenue from mailed advertisements for business customers and distribution revenue from commercial printing.

DallasNewsCorporationAnnouncesFourthQuarterand Full Year 2022Financial Results

March 9, 2023

Page4

Total consolidated operating expense for the full year2022, on a GAAP basis, was $159.6 million, an improvement of $4.7 million or 2.9 percent compared to the full year 2021.  The improvement is primarily due to expensesavings of $2.7 million in distribution,  $2.0 million in employee compensation and benefits,  and $1.3 million in depreciation,  partially offset by an increase of $1.2 million in newsprint expense.

On a non-GAAP basis, adjusted operating expensewas $155.9 million, an improvement of $2.3 million or 1.4 percent when compared to $158.2 million of adjusted operating expense in the full year 2021.

As of December 31,  2022,  the Company had 663 employees, an increase of 7 full-time equivalents, or 1.1 percent,when compared to the prior year period. Cash and cash equivalents were $27.8 million and the Company had no debt.

DallasNewsCorporationAnnouncesFourthQuarterand Full Year 2022Financial Results

March 9, 2023

Page5

Non-GAAPFinancialMeasures

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

DallasNewsCorporationAnnouncesFourthQuarter and Full Year 2022Financial Results

March 9, 2023

Page6

Financial Results Conference Call

DallasNews Corporation will conduct a conference call on Friday,  March10,2023, at 9:00 a.m. CST 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 listen-only conference call, dial 1-877-336-4441 and enter the following access code when prompted: 5166062.A replay line will be available at 1-866-207-1041 from 12:00 p.m. CST on March10, 2023 until 11:59p.m. CDT on March16, 2023.  The access code for the replay is 1651323.

DallasNewsCorporationAnnouncesFourthQuarter and Full Year 2022Financial Results

March 9, 2023

Page7

AboutDallasNewsCorporation

DallasNews Corporation is the Dallas-based holding company of The Dallas Morning News and Medium Giant.TheDallasMorningNews is Texas’ leading daily newspaper with a strong journalistic reputation, intense regional focus and close community ties. Medium Giant is a media and marketing agency of divergent thinkers who devise strategies that deepen connections, expand influence, and scale success for clients nationwide. For additional information, visit dallasnewscorporation.com or email invest@dallasnews.com. 

Statements in this communication concerning DallasNews Corporation’s (the “Company”) business outlook or future economic performance, revenues, expenses, cash balance 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 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; consumers’ tastes; newsprint and distribution prices; program costs; the success of the Company’s digital strategy; labor relations; cybersecurity incidents; technological obsolescence; and the current and future impacts of the COVID-19 pandemic. Among other risks, there can be no guarantee that the board of directors will approve a quarterly dividend in future quarters or that our 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 December 31,				Years Ended December 31,
In thousands, except share and per share amounts (unaudited)	2022		2021		2022		2021
Net Operating Revenue:
Advertising and marketing services	$	18,421	$	19,800	$	69,667	$	73,271
Circulation		16,615		16,671		65,191		64,943
Printing, distribution and other		4,067		4,109		15,793		16,160
Total net operating revenue		39,103		40,580		150,651		154,374
Operating Costs and Expense:
Employee compensation and benefits		17,454		15,884		67,096		69,078
Other production, distribution and operating costs		19,973		21,759		78,638		81,041
Newsprint, ink and other supplies		2,976		2,720		11,035		9,878
Depreciation		582		875		2,709		4,002
Amortization		—		—		—		64
Loss on sale/disposal of assets, net		58		—		58		29
Asset impairments		—		—		102		232
Total operating costs and expense		41,043		41,238		159,638		164,324
Operating loss		(1,940)		(658)		(8,987)		(9,950)
Other income (loss), net		(193)		2,638		(241)		7,332
Income (Loss) Before Income Taxes		(2,133)		1,980		(9,228)		(2,618)
Income tax provision (benefit)		8		(169)		558		(2,151)
Net Income (Loss)	$	(2,141)	$	2,149	$	(9,786)	$	(467)
Per Share Basis (1)
Net income (loss)
Basic	$	(0.40)	$	0.40	$	(1.83)	$	(0.09)
Number of common shares used in the per share calculation:
Basic		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 ofDecember 31, 2022and 2021, 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

	December 31,		December 31,
In thousands (unaudited)	2022		2021
Assets
Current assets:
Cash and cash equivalents	$	27,825	$	32,439
Accounts receivable, net		14,023		16,012
Notes receivable		—		22,400
Other current assets		6,077		5,677
Total current assets		47,925		76,528
Property, plant and equipment, net		7,438		8,822
Operating lease right-of-use assets		14,811		17,648
Deferred income taxes, net		282		257
Other assets		1,809		2,197
Total assets	$	72,265	$	105,452
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	5,041	$	7,821
Accrued compensation and other current liabilities		8,214		9,505
Contract liabilities		9,504		10,592
Total current liabilities		22,759		27,918
Long-term pension liabilities		19,455		14,275
Long-term operating lease liabilities		16,546		19,181
Other liabilities		1,142		1,501
Total liabilities		59,902		62,875
Total shareholders' equity		12,363		42,577
Total liabilities and shareholders’ equity	$	72,265	$	105,452

DallasNews Corporation - Non-GAAP Financial Measures

Reconciliation of Operating Loss to Adjusted Operating Income (Loss)

	Three Months Ended December 31,				Years Ended December 31,
In thousands (unaudited)	2022		2021		2022		2021
Total net operating revenue	$	39,103	$	40,580	$	150,651	$	154,374
Total operating costs and expense		41,043		41,238		159,638		164,324
Operating Loss	$	(1,940)	$	(658)	$	(8,987)	$	(9,950)
Total operating costs and expense	$	41,043	$	41,238	$	159,638	$	164,324
Less:
Depreciation		582		875		2,709		4,002
Amortization		—		—		—		64
Severance expense		304		95		845		1,816
Loss on sale/disposal of assets, net		58		—		58		29
Asset impairments		—		—		102		232
Adjusted Operating Expense	$	40,099	$	40,268	$	155,924	$	158,181
Total net operating revenue	$	39,103	$	40,580	$	150,651	$	154,374
Adjusted operating expense		40,099		40,268		155,924		158,181
Adjusted Operating Income (Loss)	$	(996)	$	312	$	(5,273)	$	(3,807)

The Company calculates adjusted operating income (loss) by adjusting operating income (loss) to exclude depreciation, amortization, 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’sbusiness 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.

EX-99.2

Exhibit 99.2

DallasNewsCorporationAnnouncesSecond Quarter 2023  Dividend

DALLAS-DallasNewsCorporation(Nasdaq:DALN)announced today that its Boardof Directors declared a quarterly cash dividend of $0.16 per share on March9, 2023. The dividend will be payable on June2, 2023, to shareholders of record at the close of business on May12, 2023.

AboutDallasNewsCorporation

DallasNews Corporation is the Dallas-based holding company of The Dallas Morning News and Medium Giant. The Dallas Morning News is Texas’ leading daily newspaper with a strong journalistic reputation, intense regional focus and close community ties. Medium Giant is a media and marketing agency of divergent thinkers who devise strategies that deepen connections, expand influence, and scale success for clients nationwide. For additional information, visit dallasnewscorporation.com or email invest@dallasnews.com. 

Statements in this communication concerning DallasNews Corporation’s (the “Company”) business outlook or future economic performance, revenues, expenses, cash balance 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 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; consumers’ tastes; newsprint and distribution prices; program costs; the success of the Company’s digital strategy; labor relations; cybersecurity incidents; technological obsolescence; and the current and future impacts of the COVID-19 pandemic. Among other risks, there can be no guarantee that the board of directors will approve a quarterly dividend in future quarters or that our 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.

XML

Document and Entity Information	Mar. 09, 2023
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	Mar. 09, 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