UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

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

For the quarterly period ended: June 30, ~~2021~~2022

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

Commission file no. 1-33741

DallasNews CORPORATION

(Exact name of registrant as specified in its charter)


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) 977-7342
(Address of principal executive offices, including zip code)		(Registrant’s telephone number, including area code)
Former name, former address and former fiscal year, if changed since last report.
~~A. H. Belo Corporation~~None

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 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 þ No ¨

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 þ No ¨

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: ¨

Accelerated Filer: ¨

Non-Accelerated Filer: þ

Smaller Reporting Company: þ

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. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No þ

Shares of Common Stock outstanding at July ~~22, 2021:~~27, 2022: 5,352,490 shares (consisting of ~~4,737,275~~4,737,638 shares of Series A Common Stock and ~~615,215~~614,852 shares of Series B Common Stock).

Table of Contents

DALLASNEWS CORPORATION

FORM 10-Q

TABLE OF CONTENTS




		Page
PART I
Item 1.	Financial Information		PAGE 3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		PAGE 1817
Item 4.	Controls and Procedures		PAGE 2623

PART II
Item 1.	Legal Proceedings		PAGE 2724
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		PAGE 2724
Item 3.	Defaults Upon Senior Securities		PAGE 2724
Item 4.	Mine Safety Disclosures		PAGE 2724
Item 5.	Other Information		PAGE 2724
Item 6.	Exhibits		PAGE 2825
Signatures			PAGE 3128
Exhibit Index			PAGE 3229

DallasNews Corporation Second Quarter ~~2021~~2022 on Form 10-Q

Table of Contents

PART I

Item 1. Financial Information

DallasNews Corporation and Subsidiaries

Consolidated Statements of Operations



	Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended June 30,				Six Months Ended June 30,
In thousands, except share and per share amounts (unaudited)	2021		2020		2021		2020		2022		2021		2022		2021
Net Operating Revenue:
Advertising and marketing services	$	18,601	$	15,591	$	35,370	$	34,918	$	17,457	$	18,601	$	33,721	$	35,370
Circulation		16,093		15,723		32,115		32,137		16,250		16,093		32,346		32,115
Printing, distribution and other		3,974		4,101		7,998		8,703		3,866		3,974		7,793		7,998
Total net operating revenue		38,668		35,415		75,483		75,758		37,573		38,668		73,860		75,483
Operating Costs and Expense:
Employee compensation and benefits		18,116		16,997		36,063		36,013		16,804		18,116		33,214		36,063
Other production, distribution and operating costs		20,151		18,659		39,241		39,651		19,725		20,151		38,974		39,241
Newsprint, ink and other supplies		2,378		2,271		4,719		5,542		2,504		2,378		4,898		4,719
Depreciation		1,035		1,802		2,109		3,567		716		1,035		1,428		2,109
Amortization		—		64		64		128		—		—		—		64
Gain on sale/disposal of assets, net		—		—		(1)		(5)		—		—		—		(1)
Asset impairments										102		—		102		—
Total operating costs and expense		41,680		39,793		82,195		84,896		39,851		41,680		78,616		82,195
Operating loss		(3,012)		(4,378)		(6,712)		(9,138)		(2,278)		(3,012)		(4,756)		(6,712)
Other income, net		1,613		1,331		2,867		2,683		28		1,613		46		2,867
Loss Before Income Taxes		(1,399)		(3,047)		(3,845)		(6,455)		(2,250)		(1,399)		(4,710)		(3,845)
Income tax provision (benefit)		83		367		402		(1,420)
Income tax provision										165		83		349		402
Net Loss	$	(1,482)	$	(3,414)	$	(4,247)	$	(5,035)	$	(2,415)	$	(1,482)	$	(5,059)	$	(4,247)

Per Share Basis
Net loss
Basic and diluted ⁽¹⁾	$	(0.28)	$	(0.64)	$	(0.79)	$	(0.94)
Basic									$	(0.45)	$	(0.28)	$	(0.95)	$	(0.79)
Number of common shares used in the per share calculation:
Basic and diluted ⁽¹⁾		5,352,490		5,352,490		5,352,490		5,352,490
Basic										5,352,490		5,352,490		5,352,490		5,352,490

~~(1)Share and per share amounts have been retroactively adjusted to reflect the~~ ~~one-for-four~~ ~~reverse stock split effective June 8, 2021. See~~ ~~Note 1 – Basis of Presentation and Recently Issued Accounting Standards~~ ~~for additional information.~~

See the accompanying Notes to the Consolidated Financial Statements.

‎

DallasNews Corporation Second Quarter ~~2021~~2022 on Form 10-Q 3

Table of Contents

DallasNews Corporation and Subsidiaries

Consolidated Statements of Comprehensive Income (Loss)



	Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended June 30,				Six Months Ended June 30,
In thousands (unaudited)	2021		2020		2021		2020		2022		2021		2022		2021
Net Loss	$	(1,482)	$	(3,414)	$	(4,247)	$	(5,035)	$	(2,415)	$	(1,482)	$	(5,059)	$	(4,247)
Other Comprehensive Income, Net of Tax:
Other Comprehensive Income (Loss), Net of Tax:
Amortization of actuarial losses		360		219		720		438		131		360		261		720
Total other comprehensive income, net of tax		360		219		720		438		131		360		261		720
Total Comprehensive Loss	$	(1,122)	$	(3,195)	$	(3,527)	$	(4,597)	$	(2,284)	$	(1,122)	$	(4,798)	$	(3,527)

See the accompanying Notes to the Consolidated Financial Statements.

‎

DallasNews Corporation Second Quarter ~~2021~~2022 on Form 10-Q 4

Table of Contents

DallasNews Corporation and Subsidiaries

Consolidated Balance Sheets



	June 30,		December 31,		June 30,		December 31,
In thousands, except share amounts (unaudited)	2021		2020		2022		2021
Assets
Current assets:
Cash and cash equivalents	$	37,770	$	42,015	$	26,560	$	32,439
Accounts receivable (net of allowance of $691 and $712 at June 30, 2021 and December 31, 2020, respectively)		14,585		16,562
Accounts receivable (net of allowance of $445 and $551 at June 30, 2022 and December 31, 2021, respectively)						13,600		16,012
Notes receivable		22,400		22,775		22,400		22,400
Inventories		2,007		1,974		1,770		2,192
Prepaids and other current assets		5,086		4,780		4,333		3,485
Total current assets		81,848		88,106		68,663		76,528
Property, plant and equipment, at cost		312,678		312,532		313,675		312,979
Less accumulated depreciation		(302,682)		(300,573)		(305,584)		(304,157)
Property, plant and equipment, net		9,996		11,959		8,091		8,822
Operating lease right-of-use assets		19,112		20,406		15,655		17,648
Intangible assets, net		—		64
Deferred income taxes, net		94		76		210		257
Other assets		2,208		2,604		2,200		2,197
Total assets	$	113,258	$	123,215	$	94,819	$	105,452
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	6,621	$	7,759	$	5,873	$	7,821
Accrued compensation and benefits		5,412		5,754		4,635		4,932
Other accrued expense		6,095		5,075		4,762		4,573
Contract liabilities		13,137		12,896		10,683		10,592
Total current liabilities		31,265		31,484		25,953		27,918
Long-term pension liabilities		15,718		18,520		14,456		14,275
Long-term operating lease liabilities		20,527		21,890		16,864		19,181
Other post-employment benefits		1,344		1,372		1,324		1,349
Other liabilities		3,236		3,541		156		152
Total liabilities		72,090		76,807		58,753		62,875
Shareholders’ equity:
Preferred stock, $0.01 par value; Authorized 2,000,000 shares; NaN issued		—		—		—		—
Common stock, $0.01 par value; Authorized 31,250,000 shares ⁽¹⁾
Series A: issued 5,215,740 and 5,213,710 shares at June 30, 2021 and December 31, 2020, respectively ⁽¹⁾		52		209
Series B: issued 615,215 and 617,245 shares at June 30, 2021 and December 31, 2020, respectively ⁽¹⁾		6		24
Treasury stock, Series A, at cost; 478,465 shares held at June 30, 2021 and December 31, 2020 ⁽¹⁾		(13,443)		(13,443)
Common stock, $0.01 par value; Authorized 31,250,000 shares
Series A: issued 5,216,103 and 5,216,045 shares at June 30, 2022 and December 31, 2021, respectively						52		52
Series B: issued 614,852 and 614,910 shares at June 30, 2022 and December 31, 2021, respectively						6		6
Treasury stock, Series A, at cost; 478,465 shares held at June 30, 2022 and December 31, 2021						(13,443)		(13,443)
Additional paid-in capital		494,563		494,389		494,563		494,563
Accumulated other comprehensive loss		(31,748)		(32,468)		(32,145)		(32,406)
Accumulated deficit		(408,262)		(402,303)		(412,967)		(406,195)
Total shareholders’ equity		41,168		46,408		36,066		42,577
Total liabilities and shareholders’ equity	$	113,258	$	123,215	$	94,819	$	105,452

~~(1)Share amounts have been retroactively adjusted to reflect the~~ ~~one-for-four~~ ~~reverse stock split effective June 8, 2021. The number of authorized shares of common stock was reduced proportionately. See~~ ~~Note 1 – Basis of Presentation and Recently Issued Accounting Standards~~ ~~for additional information.~~

See the accompanying Notes to the Consolidated Financial Statements.

‎

DallasNews Corporation Second Quarter ~~2021~~2022 on Form 10-Q 5

Table of Contents

DallasNews Corporation and Subsidiaries

Consolidated Statements of Shareholders’ Equity



	Six Months Ended June 30, 2021 and 2020															Six Months Ended June 30, 2022 and 2021
	Common Stock						Treasury Stock									Common Stock						Treasury Stock
In thousands, except share and per share amounts (unaudited)	Shares ‎Series A	Shares ‎Series B	Amount		Additional ‎Paid-in ‎Capital		Shares ‎Series A	Amount		Accumulated ‎Other ‎Comprehensive ‎Loss		Accumulated ‎Deficit		Total		Shares Series A	Shares Series B	Amount		Additional ‎Paid-in ‎Capital		Shares ‎Series A	Amount		Accumulated ‎Other ‎Comprehensive ‎Loss		Accumulated ‎Deficit		Total
Balance at December 31, 2019 ⁽¹⁾	5,213,654	617,301	$	233	$	494,389	(478,465)	$	(13,443)	$	(32,294)	$	(391,148)	$	57,737
Balance at December 31, 2020																5,213,710	617,245	$	233	$	494,389	(478,465)	$	(13,443)	$	(32,468)	$	(402,303)	$	46,408
Net loss	—	—		—		—	—		—		—		(5,035)		(5,035)	—	—		—		—	—		—		—		(4,247)		(4,247)
Other comprehensive income	—	—		—		—	—		—		438		—		438	—	—		—		—	—		—		720		—		720
Conversion of Series B to Series A	56	(56)		—		—	—		—		—		—		—	2,030	(2,030)		—		—	—		—		—		—		—
Dividends declared ($0.48 per share) ⁽¹⁾	—	—		—		—	—		—		—		(2,569)		(2,569)
Balance at June 30, 2020 ⁽¹⁾	5,213,710	617,245	$	233	$	494,389	(478,465)	$	(13,443)	$	(31,856)	$	(398,752)	$	50,571
Balance at December 31, 2020 ⁽¹⁾	5,213,710	617,245	$	233	$	494,389	(478,465)	$	(13,443)	$	(32,468)	$	(402,303)	$	46,408
Dividends declared ($0.32 per share)																—	—		—		—	—		—		—		(1,712)		(1,712)
Fractional shares paid out related to the reverse stock split	—	—		—		(1)	—		—		—		—		(1)	—	—		—		(1)	—		—		—		—		(1)
Reduction of shares at par value related to the reverse stock split	—			(175)		175									—	—	—		(175)		175	—		—		—		—		—
Balance at June 30, 2021																5,215,740	615,215	$	58	$	494,563	(478,465)	$	(13,443)	$	(31,748)	$	(408,262)	$	41,168
Balance at December 31, 2021																5,216,045	614,910	$	58	$	494,563	(478,465)	$	(13,443)	$	(32,406)	$	(406,195)	$	42,577
Net loss	—	—		—		—	—		—		—		(4,247)		(4,247)	—	—		—		—	—		—		—		(5,059)		(5,059)
Other comprehensive income	—	—		—		—	—		—		720		—		720	—	—		—		—	—		—		261		—		261
Conversion of Series B to Series A	2,030	(2,030)		—		—	—		—		—		—		—	58	(58)		—		—	—		—		—		—		—
Dividends declared ($0.32 per share) ⁽¹⁾	—	—		—		—	—		—		—		(1,712)		(1,712)
Balance at June 30, 2021	5,215,740	615,215	$	58	$	494,563	(478,465)	$	(13,443)	$	(31,748)	$	(408,262)	$	41,168
Dividends declared ($0.32 per share)																—	—		—		—	—		—		—		(1,713)		(1,713)
Balance at June 30, 2022																5,216,103	614,852	$	58	$	494,563	(478,465)	$	(13,443)	$	(32,145)	$	(412,967)	$	36,066



	Three Months Ended June 30, 2021 and 2020															Three Months Ended June 30, 2022 and 2021
	Common Stock						Treasury Stock									Common Stock						Treasury Stock
In thousands, except share and per share amounts (unaudited)	Shares ‎Series A	Shares ‎Series B	Amount		Additional ‎Paid-in ‎Capital		Shares ‎Series A	Amount		Accumulated ‎Other ‎Comprehensive ‎Loss		Accumulated ‎Deficit		Total		Shares ‎Series A	Shares ‎Series B	Amount		Additional ‎Paid-in ‎Capital		Shares ‎Series A	Amount		Accumulated ‎Other ‎Comprehensive ‎Loss		Accumulated ‎Deficit		Total
Balance at March 31, 2020 ⁽¹⁾	5,213,710	617,245	$	233	$	494,389	(478,465)	$	(13,443)	$	(32,075)	$	(394,482)	$	54,622
Net loss	—	—		—		—	—		—		—		(3,414)		(3,414)
Other comprehensive income	—	—		—		—	—		—		219		—		219
Dividends declared ($0.16 per share) ⁽¹⁾	—	—		—		—	—		—		—		(856)		(856)
Balance at June 30, 2020 ⁽¹⁾	5,213,710	617,245	$	233	$	494,389	(478,465)	$	(13,443)	$	(31,856)	$	(398,752)	$	50,571
Balance at March 31, 2021 ⁽¹⁾	5,213,730	617,225	$	233	$	494,389	(478,465)	$	(13,443)	$	(32,108)	$	(405,924)	$	43,147
Fractional shares paid out related to the reverse stock split	—	—		—		(1)	—		—		—		—		(1)
Reduction of shares at par value related to the reverse stock split	—	—		(175)		175	—		—		—		—		—
Balance at March 31, 2021																5,213,730	617,225	$	233	$	494,389	(478,465)	$	(13,443)	$	(32,108)	$	(405,924)	$	43,147
Net loss	—	—		—		—	—		—		—		(1,482)		(1,482)	—	—		—		—	—		—		—		(1,482)		(1,482)
Other comprehensive income	—	—		—		—	—		—		360		—		360	—	—		—		—	—		—		360		—		360
Conversion of Series B to Series A	2,010	(2,010)		—		—	—		—		—		—		—	2,010	(2,010)		—		—	—		—		—		—		—
Dividends declared ($0.16 per share) ⁽¹⁾	—	—		—		—	—		—		—		(856)		(856)
Dividends declared ($0.16 per share)																—	—		—		—	—		—		—		(856)		(856)
Fractional shares paid out related to the reverse stock split																—	—		—		(1)	—		—		—		—		(1)
Reduction of shares at par value related to the reverse stock split																—	—		(175)		175	—		—		—		—		—
Balance at June 30, 2021	5,215,740	615,215	$	58	$	494,563	(478,465)	$	(13,443)	$	(31,748)	$	(408,262)	$	41,168	5,215,740	615,215	$	58	$	494,563	(478,465)	$	(13,443)	$	(31,748)	$	(408,262)	$	41,168
Balance at March 31, 2022																5,216,045	614,910	$	58	$	494,563	(478,465)	$	(13,443)	$	(32,276)	$	(409,695)	$	39,207
Net loss																—	—		—		—	—		—		—		(2,415)		(2,415)
Other comprehensive income																—	—		—		—	—		—		131		—		131
Conversion of Series B to Series A																58	(58)		—		—	—		—		—		—		—
Dividends declared ($0.16 per share)																—	—		—		—	—		—		—		(857)		(857)
Balance at June 30, 2022																5,216,103	614,852	$	58	$	494,563	(478,465)	$	(13,443)	$	(32,145)	$	(412,967)	$	36,066

See the accompanying Notes to the Consolidated Financial Statements.

‎

DallasNews Corporation Second Quarter ~~2021~~2022 on Form 10-Q 6

Table of Contents

DallasNews Corporation and Subsidiaries

Consolidated Statements of Cash Flows



	Six Months Ended June 30,				Six Months Ended June 30,
In thousands (unaudited)	2021		2020		2022		2021
Operating Activities
Net loss	$	(4,247)	$	(5,035)	$	(5,059)	$	(4,247)
Adjustments to reconcile net loss to net cash used for operating activities:
Depreciation and amortization		2,173		3,695		1,428		2,173
Net periodic pension and other post-employment benefit		(2,070)		(2,307)
Net periodic pension and other post-employment expense (benefit)						455		(2,070)
Bad debt expense		107		683		18		107
Deferred income taxes		(18)		28		47		(18)
Gain on sale/disposal of assets, net		(1)		(5)		—		(1)
Loss on investment related activity		—		18
Asset impairments						102		—
Changes in working capital and other operating assets and liabilities:
Accounts receivable		1,870		4,364		2,394		1,870
Inventories, prepaids and other current assets		(339)		(3,873)		(426)		(339)
Other assets		396		3		(3)		396
Accounts payable		(1,138)		(1,200)		(1,948)		(1,138)
Compensation and benefit obligations		(342)		(1,674)		(297)		(342)
Other accrued expenses		763		1,061		(30)		763
Contract liabilities		241		1,914		91		241
Other post-employment benefits		(40)		(35)		(38)		(40)
Net cash used for operating activities		(2,645)		(2,363)		(3,266)		(2,645)
Investing Activities
Purchases of assets		(263)		(532)		(900)		(263)
Sales of assets		1		5		—		1
Note payment received for asset sales		375		—		—		375
Net cash provided by (used for) investing activities		113		(527)		(900)		113
Financing Activities
Dividends paid		(1,712)		(3,426)		(1,713)		(1,712)
Fractional share payments related to the reverse stock split		(1)		—		—		(1)
Net cash used for financing activities		(1,713)		(3,426)		(1,713)		(1,713)
Net decrease in cash and cash equivalents		(4,245)		(6,316)		(5,879)		(4,245)
Cash and cash equivalents, beginning of period		42,015		48,626		32,439		42,015
Cash and cash equivalents, end of period	$	37,770	$	42,310	$	26,560	$	37,770

Supplemental Disclosures
Income tax paid, net (refund)	$	693	$	(164)
Income tax paid, net					$	651	$	693
Noncash investing and financing activities:
Dividends payable		856		856		857		856
Note receivable for asset sales		—		375

See the accompanying Notes to the Consolidated Financial Statements.

DallasNews Corporation Second Quarter ~~2021~~2022 on Form 10-Q 7

Table of Contents

DallasNews Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

Note 1: Basis of Presentation and Recently Issued Accounting Standards

Description of Business. DallasNews Corporation, formerly A. H. Belo Corporation, and its subsidiaries are referred to collectively herein as “DallasNews” or the “Company.” DallasNews was formed in February 2008 through a spin-off from its former parent company and is registered on The ~~Company, headquartered in Dallas, Texas,~~Nasdaq Stock Market LLC (Nasdaq trading symbol: DALN). DallasNews is the ~~leading local news~~Dallas-based holding company of The Dallas Morning News and information publishing company in Texas. The Company has a growing presence in emerging media and digital marketing, and maintains capabilities related to commercial printing, distribution and direct mail. DallasNews delivers news and information in innovative ways to a broad range of audiences with diverse interests and lifestyles.Medium Giant.

The Company ~~publishes~~operates The Dallas Morning News(~~www.dallasnews.com~~dallasnews.com), Texas’ leading newspaper and winner of nine Pulitzer Prizes, and various niche publications targeting specific audiences. ~~Its~~These operations generate revenue from sales of advertising within the Company’s newspaper ~~operations also provide~~and digital platforms, subscriptions and retail sales of its newspapers, commercial printing and distribution services primarily related to ~~several large~~ national ~~newspapers.~~ newspapers, and preprint advertising.

In addition, the Company has ~~the~~a full-service agency, Medium Giant, with capabilities ~~of a full-service~~including strategy, creative and media ~~agency that focuses~~management with a focus on strategic and digital marketing, and data intelligence that provide a measurable return on investment to its clients.

Name Change and Stock Exchange Listing. The Company transferred its stock exchange listing from the New York Stock Exchange (“NYSE”) to The Nasdaq Stock Market LLC (“Nasdaq”) and changed its corporate name to DallasNews Corporation. The listing and trading of the Company’s Series A common stock on the NYSE ceased trading at market close on June 28, 2021, and began trading on Nasdaq at market open on June 29, 2021, under the ticker symbol “DALN.”

Reverse Stock Split. On May 13, 2021, at the Company’s 2021 annual meeting of shareholders, its shareholders approved a reverse stock split at a ratio of not less than ~~one-for-three~~one-for-three and not more than ~~one-for-five~~one-for-five, with the exact ratio to be determined by the Company’s board of directors. Following the annual meeting, the Company’s board of directors approved a ~~one-for-four~~one-for-four reverse stock split of its issued, outstanding and treasury shares of common stock, par value $0.01 per share, which became effective June 8, 2021. As a result, every 4 shares of the Company’s issued and outstanding Series A common stock and Series B common stock (and any such shares held in treasury) were converted into one share of Series A common stock and Series B common stock, respectively. No fractional shares were issued in connection with the reverse stock split. The par value of the Series A and Series B common stock was not adjusted as a result of the reverse stock split and the Company reclassified an amount equal to the reduction in the number of Company shares at par value to additional paid-in capital. All issued and outstanding Series A and Series B common stock and per share amounts in the interim consolidated financial statements and footnotes included herein have been retroactively adjusted to reflect this reverse stock split for all periods presented. Share amounts retroactively adjusted to reflect the reverse stock split exclude 90 fractional shares of Series A common stock and 26 fractional shares of Series B common stock, which were settled in ~~cash.~~cash on June 9, 2021.

COVID-19 Pandemic. ~~The~~Beginning in early 2020, the COVID-19 pandemic that began in January 2020, resulted in increased travel restrictions, and disruption and shutdown of businesses. The pandemic and any preventative or protective actions that the Company has taken and may continue to take, or may be imposed on the Company by governmental intervention, in respect of the pandemic may result in a period of disruption to the Company’s financial reporting capabilities, its printing operations, and its operations generally. COVID-19 is impacting,impacted, and may continue to impact, the Company’s customers, distribution partners, advertisers, production facilities, and third parties, and could result in additional loss of advertising revenue or supply chain disruption. Media was designated an essential business, therefore the Company’s operations have continued throughout the pandemic. The Company has been following the recommendations of local government and health authorities to minimize exposure risk for ~~employees, including the temporary closure of some of the Company’s offices and having employees work remotely.~~employees. Employees, including financial reporting staff, ~~have been working~~worked remotely since March 2020. Beginning in June 2021, the Company allowed its employees to return to the office on ~~or about March 10, 2020, even as~~a voluntary basis and all employees returned to the ~~stay-at-home orders were lifted~~office in ~~Texas.~~the first quarter of 2022. If the pandemic were to affect a significant number of the workforce employed in printing operations, the Company may experience delays or be unable to produce, print and deliver its publications and other third-party print publications on a timely basis. The extent to which the pandemic impacts the Company’s results will depend on future developments, which are highly uncertain and include the actions taken by governments and private businesses in response to the pandemic. The COVID-19 pandemic is likely to continue to have an adverse impact on the Company’s business, results of operations and financial condition at least for the near term. ~~The~~ Company continues to evaluate ~~the~~for any future material impacts on its consolidated financial ~~statements that may result from the actions taken by the Company and its customers in respect of the pandemic.~~

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~~DallasNews Corporation Second Quarter 2021 on Form 10-Q~~ 8

~~Table of Contents~~

Media was designated an essential business, therefore the Company’s operations continued throughout the pandemic. The Company is experiencing an increase in digital subscriptions, which currently does not offset the loss of advertising revenue. On April 6, 2020, the Company announced that it was taking several actions in response to the financial impact of COVID-19. The Company reduced operating and capital expenditures, and lowered the quarterly dividend rate per share. Beginning with the 2020 annual meeting of shareholders, the board of directors’ compensation was reduced and the board was reduced in size by 2. In addition, employees’ base compensation was reduced Company-wide, and the annual bonus tied to financial metrics for eligible employees was not achieved. In August 2020, the Company began to restore base salaries and by October, the Company restored base salaries prospectively for all employees, with the exception of the executive officers that report to the Chief Executive Officer. The executive officers’ base salaries were restored effective January 1, 2021.

~~Beginning in June 2021, the Company allowed its employees to return to the office on a voluntary basis with the goal of all employees returning to the office by the end of the third quarter.~~statements.

Basis of Presentation. The interim consolidated financial statements included herein are unaudited; however, they include adjustments of a normal recurring nature which, in the Company’s opinion, are necessary to present fairly the consolidated financial information as of and for the periods indicated in conformity with accounting principles generally accepted in the United States of America (“GAAP”) applicable to interim periods. All intercompany balances and transactions have been eliminated in consolidation. The Company consolidates its majority owned subsidiaries over which the Company exercises control. These financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2020.~~2021. All dollar amounts presented herein, except share and per share amounts, are in thousands, unless the context indicates otherwise.

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DallasNews Corporation Second Quarter 2022 on Form 10-Q 8

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Use of Estimates. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities, (ii) the disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and (iii) the reported amount of net operating revenues and expenses recognized during the periods presented. Adjustments made with respect to the use of estimates often relate to improved information not previously available. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of financial statements; accordingly, actual results could differ from these estimates.

The COVID-19 pandemic has caused increased uncertainty in management’s estimates and assumptions affecting these interim consolidated financial statements. Areas where s~~ignificant~~significant estimates are used include valuation allowances for doubtful accounts, fair value measurements, pension plan assets, pension and other post-employment benefit obligation assumptions, income taxes, leases, self-insured liabilities, and assumptions related to long-lived assets impairment review.

Segment Presentation. Based on the Company’s structure and organizational chart, the Company’s chief operating decision-maker (the “CODM”) is its Chief Executive Officer, ~~Robert W. Decherd.~~Grant S. Moise. Based on how the Company’s CODM makes decisions about allocating resources and assessing performance, the Company determined it has one reportable segment.

~~Property, Plant and Equipment.~~As of June 30, 2021, the Company performed a review of potential impairment indicators for its long-lived assets, including property, plant and equipment, and right-of-use assets. The Company determined there was no significant decrease in the market value of the long-lived assets or significant change in the extent or manner in which the asset group is being used or in its physical condition as of June 30, 2021, and there was no significant adverse change in legal factors or in the business climate during the period that could affect the value of the asset group. Based upon the review of indicators, the Company believes its long-lived assets continue to be recoverable based upon the estimate of the expected undiscounted cash flows, including the cash flows from ultimate disposition of the assets of the asset group.

New Accounting Pronouncements. The Financial Accounting Standards Board (“FASB”) issued the following accounting pronouncements and guidance, which may be applicable to the Company but have not yet become effective.

In June 2016, the FASB issued Accounting Standards Update ~~(“ASU”)~~ 2016-13 – Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This update requires financial assets measured at amortized cost basis to be presented at the net amount expected to be collected. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectibility of the reported amount. Since June 2016, the FASB issued clarifying updates to the new standard including changing the effective date for smaller reporting companies. The guidance will be effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the requirements of this update and has not yet determined its impact on the Company’s consolidated financial statements.

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~~DallasNews Corporation Second Quarter 2021 on Form 10-Q~~ 9

~~Table of Contents~~

Note 2: Revenue

Revenue Recognition

Revenue is recognized when obligations under the terms of a contract with our customer are satisfied. This occurs when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services, typically at contract price or determined by stand-alone selling price. The Company has an estimated allowance for credits, refunds and similar obligations. Sales tax collected concurrent with revenue-producing activities are excluded from revenue.

Accounts receivable are reported net of a valuation reserve that represents an estimate of amounts considered uncollectible. The Company estimates the allowance for doubtful accounts based on historical write-off experience and the Company’s knowledge of the customers’ ability to pay amounts due. Accounts are written-off after all collection efforts fail; generally, after one year has expired. Expense for such uncollectible amounts is included in other production, distribution and operating costs. Credit terms are customary.

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DallasNews Corporation Second Quarter 2022 on Form 10-Q 9

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The table below sets forth revenue disaggregated by revenue source.



		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended June 30,				Six Months Ended June 30,
		2021		2020		2021		2020			2022		2021		2022		2021
Advertising and Marketing Services
Print advertising		$	12,265	$	8,891	$	23,491	$	21,690		$	11,416	$	12,265	$	22,013	$	23,491
Digital advertising and marketing services			6,336		6,700		11,879		13,228			6,041		6,336		11,708		11,879
Total	Total	$	18,601	$	15,591	$	35,370	$	34,918	Total	$	17,457	$	18,601	$	33,721	$	35,370

Circulation
Print circulation		$	13,818	$	14,229	$	27,794	$	29,246		$	12,998	$	13,818	$	26,117	$	27,794
Digital circulation			2,275		1,494		4,321		2,891			3,252		2,275		6,229		4,321
Total	Total	$	16,093	$	15,723	$	32,115	$	32,137	Total	$	16,250	$	16,093	$	32,346	$	32,115

Printing, Distribution and Other		$	3,974	$	4,101	$	7,998	$	8,703		$	3,866	$	3,974	$	7,793	$	7,998

Total Revenue		$	38,668	$	35,415	$	75,483	$	75,758		$	37,573	$	38,668	$	73,860	$	75,483

Advertising and Marketing Services

Print advertising is comprised of display, classified and preprint advertising revenue. Display revenue ~~represents~~results from sales of advertising space within the Company’s core newspapers and niche ~~newspapers, as well as~~publications to local, regional or national businesses with local operations, affiliates or resellers. Classified revenue, which includes automotive, real estate, employment, obituaries and other, results from sales of advertising space in the classified and other sections of the Company’s newspapers. Preprint revenue results from sales of preprinted advertisements or circulars inserted into the Company’s core newspapers, ~~and~~ niche publications, and distributed to publications in other markets, or distributed by mail or third-party distributors to ~~non-subscribers through~~households in targeted areas in order to provide total market coverage for advertisers. The Company’s capabilities allow its advertisers to target preprint distribution selectively at the ~~mail.~~sub-zip code level in order to optimize coverage for the advertisers’ locations. Preprint advertising also includes other services revenue related to the Company’s niche publications.

Advertising and marketing services revenue is primarily recognized at a point in time when the ad or service is complete and delivered, based on the customers’ contract price. Barter advertising transactions are recognized at estimated fair value based on the negotiated contract price and the range of prices for similar advertising from customers unrelated to the barter transaction. The Company expenses barter costs as incurred, which is independent from the timing of revenue recognition. In addition, certain digital advertising revenue related to website access is recognized over time, based on the customers’ monthly rate. The Company typically extends credit to advertising and marketing services customers, although for certain advertising campaigns the customer may pay in advance.

For ads placed on certain third-party websites, the Company must evaluate and use judgment to determine whether it is acting as the principal, where revenue is reported on a gross basis, or acting as the agent, where revenue is reported on a net basis. Generally, the Company reports advertising revenue for ads placed on third-party websites on a net basis, meaning the amount recorded to revenue is the amount billed to the customer net of amounts paid to the publisher of the third-party website. The Company is acting as the agent because the publisher controls the advertising inventory. The Company will record certain arrangements gross when it has latitude in establishing price or it determines the placement of the ads as a value added service to the customer.

~~DallasNews Corporation Second Quarter 2021 on Form 10-Q~~ 10

~~Table of Contents~~

Circulation

Print circulation revenue is generated primarily by selling home delivery subscriptions, including premium publications, and from single copy sales to non-subscribers. Home delivery revenue is recognized over the subscription period based on the days of actual delivery over the total subscription days and single copy revenue is recognized at a point in time when the paper is purchased. Revenue is directly reduced for any non-payment for the grace period of home delivery subscriptions where the Company recorded revenue for newspapers delivered after a subscription expired.

DallasNews Corporation Second Quarter 2022 on Form 10-Q 10

Table of Contents

Digital circulation revenue is generated by digital-only subscriptions and is recognized over the subscription period based on daily or monthly access to the content in the subscription period.

Payment of circulation fees is typically received in advance and deferred over the subscription period. There is little judgment required for valuation or timing of circulation revenue recognition.

Printing, Distribution and Other

Printing, distribution and other revenue is primarily generated from printing and distribution of other newspapers, as well as production of preprinted advertisements for other newspapers. Printing, distribution and other revenue is recognized at a point in time when the product or service is ~~delivered.~~delivered, which requires little judgment to determine. The Company typically extends credit to printing and distribution customers.

Deferred Revenue

Deferred revenue is recorded when cash payments are received in advance of the Company’s performance, including amounts which are refundable. The Company’s primary sources of deferred revenue are from circulation subscriptions and advertising paid in advance of the service provided. These up-front payments are recorded upon receipt as contract liabilities in the Consolidated Balance Sheets and the revenue is recognized when the Company’s obligations under the terms of the contract are satisfied. In the three and six months ended June 30, ~~2021,~~2022, the Company recognized ~~$2,791~~$2,228 and ~~$9,990, respectively,~~$9,379, respectively, of revenue that was included in the contract liabilities balance as of December 31, ~~2020.~~2021. The Company typically recognizes deferred revenue within 1 to 12 months.

Practical Expedients and Exemptions

The Company generally expenses sales commissions and circulation acquisition costs when incurred because the amortization period would have been one year or less. These costs are recorded within employee compensation and benefits expense and other production, distribution and operating costs expense, respectively.

The Company does not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less and contracts for which revenue is recognized at the amount invoiced for services performed.

Note 3: Leases

Lease Accounting

The Company has various operating leases primarily for office space and other distribution centers, some of which include escalating lease payments and options to extend or terminate the lease. The Company’s leases have remaining terms of less than 1 year to 1312 years. The Company determines if a contract is a lease at the inception of the arrangement.

Operating lease right-of-use assets and liabilities are recognized at commencement date of lease agreements greater than one year based on the present value of lease payments over the lease term. In determining the present value of lease payments, the implicit rate was not readily determinable in the Company’s lease agreements. Therefore, the Company used an estimated secured incremental borrowing rate, based on the Company’s credit rating, adjusted for the weighted average term of each lease. Lease expense is recognized on a straight-line basis over the lease term and variable lease costs are expensed as incurred. For leases with terms of 12 months or less, no0 asset or liability is recorded and lease expense is recognized on a straight-line basis over the lease term. The exercise of lease renewal options are at the Company’s sole discretion and options are recognized when it is reasonably certain the Company will exercise the option. The recognized right-of-use assets and lease liabilities as calculated do not assume renewal options. The Company does not have lease agreements with residual value guarantees, sale leaseback terms or material restrictive covenants. Additionally, the Company does not separately identify lease and nonlease components, such as maintenance costs.

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~~DallasNews Corporation Second Quarter 2021 on Form 10-Q~~ 11

~~Table of Contents~~

The Company subleases office space ~~to the Denton Publishing Company and, beginning in the fourth quarter of 2020, office space~~ in Dallas, Texas, ~~both~~ with a remaining lease term of approximately ~~two years.~~one year. Additionally, the Company has various subleases with distributors, for distribution center space, with varying remaining lease terms of less than one year to two years and are cancellable with notice by either party. In the second quarter, the Company terminated the lease and sublease agreements for the office space of the Denton Publishing Company, resulting in a right-of-use asset impairment of $102 recorded in the three months ended June 30, 2022. Sublease income is included in printing, distribution and other revenue in the Consolidated Statements of Operations. As of June 30, ~~2021,~~2022, sublease income is expected to approximate ~~$420~~$440 for the remainder of ~~2021, $640~~2022, $540 in 2023, and $5 in 2024.

DallasNews Corporation Second Quarter 2022 ~~and $320 in 2023.~~on Form 10-Q 11

Table of Contents

As of June 30, ~~2021,~~2022, the Company ~~did 0t have any significant~~entered into an additional operating ~~leases that have not yet commenced.~~lease with a lease term of five years, which will result in a right-of-use asset and lease liability of approximately $425 upon commencement in the third quarter of 2022.

The table below sets forth supplemental Consolidated Balance Sheet information for the Company’s leases.



	Classification		June 30, 2021		December 31, 2020	Classification		June 30, 2022		December 31, 2021
Assets
Operating	Operating lease right-of-use assets	$	19,112	$	20,406	Operating lease right-of-use assets	$	15,655	$	17,648

Liabilities
Operating
Current	Other accrued expense	$	2,356	$	2,306	Other accrued expense	$	2,140	$	2,430
Noncurrent	Long-term operating lease liabilities		20,527		21,890	Long-term operating lease liabilities		16,864		19,181
Total lease liabilities		$	22,883	$	24,196		$	19,004	$	21,611

Lease Term and Discount Rate
Operating leases
Weighted average remaining lease term (years)			10.4		10.6			10.3		10.2
Weighted average discount rate (%)			7.4		7.4			7.6		7.5

The table below sets forth components of lease cost and supplemental cash flow information for the Company’s leases.



	Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020		2022		2021		2022		2021
Lease Cost
Operating lease cost	$	1,076	$	1,073	$	2,151	$	2,119	$	1,043	$	1,076	$	2,105	$	2,151
Short-term lease cost		(4)		9		—		13		11		(4)		19		—
Variable lease cost		145		148		324		286		163		145		340		324
Sublease income		(248)		(178)		(485)		(373)		(304)		(248)		(641)		(485)
Total lease cost	$	969	$	1,052	$	1,990	$	2,045	$	913	$	969	$	1,823	$	1,990

Supplemental Cash Flow Information
Cash paid for operating leases included in operating activities					$	2,161	$	2,052					$	2,167	$	2,161
Right-of-use assets obtained in exchange for operating lease liabilities						—		1,540

The table below sets forth the remaining maturities of the Company’s lease liabilities as of June 30, ~~2021.~~2022.



Years Ending December 31,	Operating Leases		Operating Leases
2021	$	1,812
2022		4,232	$	1,693
2023		3,325		3,104
2024		2,467		2,246
2025		2,430		2,209
2026				2,256
Thereafter		19,691		16,644
Total lease payments		33,957		28,152
Less: imputed interest		11,074		9,148
Total lease liabilities	$	22,883	$	19,004

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DallasNews Corporation Second Quarter ~~2021~~2022 on Form 10-Q 12

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Note 4: ~~Intangible Assets~~

~~The table below sets forth intangible assets as of June 30, 2021 and December 31, 2020.~~

June 30,
December 31,
2021
2020
Intangible Assets
Cost
$
2,030
$
2,030
Accumulated Amortization
(2,030)
(1,966)
Net Carrying Value
$
—
$
64

The intangible assets included $1,520 of developed technology with an estimated useful life of five years, fully amortized in 2019, and $510 of customer relationships with estimated useful lives of two years, fully amortized in the first quarter of 2021. ~~Aggregate amortization expense was $0 and $64 for the three months ended June 30, 2021 and 2020, respectively, and $64 and $128 for the six months ended June 30, 2021 and 2020, respectively.~~

~~Note 5:~~ Income Taxes

The Company calculated the income tax provision ~~(benefit)~~ for the ~~2021~~2022 and ~~2020~~2021 interim periods using an estimated annual effective tax rate based on its expected annual loss before income taxes, adjusted for permanent differences, which it applied to the year-to-date loss before income taxes and specific events that are discretely recognized as they occur.

The Company recognized an income tax provision ~~(benefit)~~ of ~~$83~~$165 and ~~$367~~$83 for the three months ended June 30, ~~2021~~2022 and ~~2020,~~2021, respectively, and ~~$402~~$349 and ~~$(1,420)~~$402 for the six months ended June 30, ~~2021~~2022 and ~~2020, respectively. Effective income tax rates were (10.5) percent and 22.0 percent for the six months ended June 30,~~ 2021, ~~and 2020,~~ respectively. The income tax provision for the three and six months ended June 30, 2022 and 2021, was due to the effect of the Texas ~~margin~~franchise tax. The Company expects it is reasonably possible to recognize a tax benefit of approximately $2,575 within the next three months from the release of a federal uncertain tax reserve, due to the statute lapsing in August 2021.

~~The~~Effective income tax ~~provision for the three months ended June 30, 2020, was due to the Texas margin tax. The income tax benefit~~rates were (7.4) percent and (10.5) percent for the six months ended June 30, ~~2020, was due to the recognition of the 2018 net operating loss carryback permitted by the Coronavirus Aid, Relief,~~2022 and ~~Economic Security Act (the “CARES Act”), partially offset by the effect of the Texas margin tax.~~2021, respectively.

~~In response to COVID-19, the CARES Act was signed into law in March 2020.~~ The CARES Act provides numerous tax provisions and other stimulus measures, including temporary changes regarding the prior and future utilization of net operating losses, temporary changes to the prior and future limitations on interest deductions, temporary suspension of certain payment requirements for the employer portion of Social Security taxes, technical corrections from prior tax legislation for tax depreciation of certain qualified improvement property, and the creation of certain refundable employee retention credits. The Company has benefited from the temporary five year net operating loss carryback provision and the technical correction for qualified leasehold improvements, which changes 39-year property to 15-year property, eligible for 100 percent tax bonus depreciation. Applying the technical correction to 2018 resulted in reporting additional tax depreciation of $1,017 and increased the 2018 net operating loss to approximately $6,829. The loss was carried back against 2014 ~~taxes paid at the federal statutory rate of 35 percent that was previously in effect, resulting in a cash~~ refund of $2,425, including interest, received in October 2020. The Company also applied the technical correction for qualified leasehold improvements to the 2019 and 2020 tax years, the results of which were reflected in the deferred tax assets and liabilities as of December 31, 2020. The Company will continue to apply the applicable bonus depreciation laws to all future qualified assets.

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~~DallasNews Corporation Second Quarter 2021 on Form 10-Q~~ 13

~~Table of Contents~~

The Consolidated Appropriations Act, 2021, which includes the COVID-related Tax Relief Act of 2020 and the Taxpayer Certainty and Disaster Tax Relief Act of 2020, was passed and signed into law the last week of 2020. Among others, the provisions in this act included items such as guidance on expenses associated with forgiven Paycheck Protection Program loans, business meals deductions, individual tax rebates and unemployment benefits. The Company did not avail itself of any of the items contained in this act.

~~In addition, the~~ American Rescue Plan Act of 2021 (the ~~“ARP”~~“ARP Act”), was passed and signed into law on March 11, 2021, and was designed to speed up the United States’ economic recovery. The ARP Act contains many provisions, including direct cash payments to eligible taxpayers below specified income limits, extended unemployment insurance benefits, additional relief designed to prevent layoffs and business closures at small businesses, and pension relief provisions. The pension relief provisions include extending the interest rate relief passed in previous years, permanently adding a floor to funding interest rates, and permanently changing the amortization period for pension underfunding from 7 to 15 years. All provisions are required to be effective for plan years beginning in 2022, but plan sponsors can elect certain provisions to apply to plan years beginning as early as 2019. The Company ~~will likely benefit~~benefited from the ~~pension~~shortfall amortization relief provisions ~~but~~and the ~~Company is still evaluating~~segment interest rate relief provisions contained in the ~~provisions until~~ARP Act effective for the ~~IRS guidance is finalized.~~2020 plan year.

Note 6:5: Pension and Other Retirement Plans

Defined Benefit Plans. The Company sponsors the DallasNews Corporation Pension Plans (the “Pension Plans”), formerly the A. H. Belo Pension Plans, ~~(the “Pension Plans”),~~ which provide benefits to approximately ~~1,400~~1,350 current and former employees of the Company. DallasNews Pension Plan I provides benefits to certain current and former employees primarily employed with The Dallas Morning News or the DallasNews corporate offices. DallasNews Pension Plan II provides benefits to certain former employees of The Providence Journal Company. This obligation was retained by the Company upon the sale of the newspaper operations of The Providence Journal. NaN additional benefits are accruing under the DallasNews Pension Plans, as future benefits were frozen.

No contributions are required to the DallasNews Pension Plans in ~~2021~~2022 under the applicable tax and labor laws governing pension plan funding.

Net Periodic Pension ~~Benefit~~Expense (Benefit)

The Company’s estimates of net periodic pension expense or benefit are based on the expected return on plan assets, interest on the projected benefit obligations and the amortization of actuarial gains and losses that are deferred in accumulated other comprehensive loss. Participation in and accrual of new benefits to participants has been frozen since 2007 and, accordingly, on-going service costs are not a component of net periodic pension expense (benefit). For 2022, based on the re-allocation of the Pension Plans’ assets, the Company assumed a lower rate of return on the assets resulting in net periodic pension expense.

The table below sets forth components of net periodic pension ~~benefit,~~expense (benefit), which are included in other income, net in the Consolidated Statements of Operations.



	Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020		2022		2021		2022		2021
Interest cost	$	1,174	$	1,559	$	2,348	$	3,118	$	1,327	$	1,174	$	2,655	$	2,348
Expected return on plans' assets		(2,575)		(2,940)		(5,149)		(5,881)		(1,237)		(2,575)		(2,474)		(5,149)
Amortization of actuarial loss		361		220		722		440		132		361		263		722
Net periodic pension benefit	$	(1,040)	$	(1,161)	$	(2,079)	$	(2,323)
Net periodic pension expense (benefit)									$	222	$	(1,040)	$	444	$	(2,079)

Defined Contribution Plans. The DallasNews Savings Plan (the “Savings Plan”), a defined contribution 401(k) plan, covers substantially all employees of DallasNews. Participants may elect to contribute a portion of their pretax compensation as provided by the Savings Plan and the Internal Revenue Code. Employees can contribute up to 100 percent of their annual eligible compensation less required withholdings and deductions up to statutory limits. The Company provides an ongoing dollar-for-dollar match of eligible employee contributions, up to 1.5 percent of the employees’ compensation. Aggregate expense for matching contributions to the Savings Plan was ~~$173~~$177 and ~~$183~~$173 for the three months ended June 30, ~~2021~~2022 and ~~2020,~~2021, respectively, and ~~$393~~$389 and ~~$403~~$393 for the six months ended June 30, ~~2021~~2022 and ~~2020,~~2021, respectively.

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DallasNews Corporation Second Quarter ~~2021~~2022 on Form 10-Q 1413

Table of Contents

Note 7:6: Shareholders’ Equity

Reverse Stock Split. The Company’s board of directors approved a one-for-four reverse stock split of its issued, outstanding and treasury shares of common stock, par value $0.01 per share, which became effective June 8, 2021. ~~All share information and balances have been retroactively adjusted to reflect the~~ ~~one-for-four~~ ~~reverse stock split effective June 8, 2021.~~ See Note 1 – Basis of Presentation and Recently Issued Accounting Standards for additional information.

Dividends. On May ~~13, 2021,~~12, 2022, the Company’s board of directors declared a $0.16 per share dividend ~~proportionately adjusted for the reverse stock split,~~ to shareholders of record as of the close of business on August ~~13, 2021,~~12, 2022, which is payable on September ~~3, 2021.~~2, 2022.

Outstanding Shares. The Company had Series A and Series B common stock outstanding of ~~4,737,275~~4,737,638 and ~~615,215,~~614,852, respectively, net of treasury shares at June 30, ~~2021.~~2022. At December 31, ~~2020,~~2021, the Company had Series A and Series B common stock outstanding of ~~4,735,245~~4,737,580 and ~~617,245,~~614,910, respectively, net of treasury shares.

Accumulated Other Comprehensive Loss. Accumulated other comprehensive loss consists of actuarial gains and losses attributable to the DallasNews Pension Plans, gains and losses resulting from Pension Plans’ amendments and other actuarial experience attributable to other post-employment benefit (“OPEB”) plans. The Company records amortization of the components of accumulated other comprehensive loss in other income, net in its Consolidated Statements of Operations. Gains and losses are amortized over the weighted average remaining life expectancy of the OPEB plans and Pension Plans’ participants.

The ~~tables~~table below ~~set~~sets forth the changes in accumulated other comprehensive loss, net of tax, as presented in the Company’s consolidated financial statements.



	Three Months Ended June 30,												Three Months Ended June 30,
	2021						2020						2022						2021
	Total		Defined ‎benefit pension ‎plans		Other post- ‎ employment ‎benefit plans		Total		Defined ‎benefit pension ‎plans		Other post- ‎ employment ‎benefit plans		Total		Defined ‎benefit pension ‎plans		Other post- ‎ employment ‎benefit plans		Total		Defined ‎benefit pension ‎plans		Other post- ‎ employment ‎benefit plans
Balance, beginning of period	$	(32,108)	$	(32,210)	$	102	$	(32,075)	$	(32,223)	$	148	$	(32,276)	$	(32,354)	$	78	$	(32,108)	$	(32,210)	$	102
Amortization		360		361		(1)		219		220		(1)		131		132		(1)		360		361		(1)
Balance, end of period	$	(31,748)	$	(31,849)	$	101	$	(31,856)	$	(32,003)	$	147	$	(32,145)	$	(32,222)	$	77	$	(31,748)	$	(31,849)	$	101



	Six Months Ended June 30,												Six Months Ended June 30,
	2021						2020						2022						2021
	Total		Defined ‎benefit pension ‎plans		Other post- ‎ employment ‎benefit plans		Total		Defined ‎benefit pension ‎plans		Other post- ‎ employment ‎benefit plans		Total		Defined ‎benefit pension ‎plans		Other post- ‎ employment ‎benefit plans		Total		Defined ‎benefit pension ‎plans		Other post- ‎ employment ‎benefit plans
Balance, beginning of period	$	(32,468)	$	(32,571)	$	103	$	(32,294)	$	(32,443)	$	149	$	(32,406)	$	(32,485)	$	79	$	(32,468)	$	(32,571)	$	103
Amortization		720		722		(2)		438		440		(2)		261		263		(2)		720		722		(2)
Balance, end of period	$	(31,748)	$	(31,849)	$	101	$	(31,856)	$	(32,003)	$	147	$	(32,145)	$	(32,222)	$	77	$	(31,748)	$	(31,849)	$	101

‎

DallasNews Corporation Second Quarter ~~2021~~2022 on Form 10-Q 1514

Table of Contents

Note 8:7: Earnings Per Share

The table below sets forth the net loss available to common shareholders and weighted average shares used for calculating basic ~~and diluted~~ earnings per share (“EPS”). The Company’s Series A and Series B common stock equally share in the distributed and undistributed earnings.



	Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020		2022		2021		2022		2021
Earnings (Numerator)
Net loss available to common shareholders	$	(1,482)	$	(3,414)	$	(4,247)	$	(5,035)	$	(2,415)	$	(1,482)	$	(5,059)	$	(4,247)

Shares (Denominator)
Weighted average common shares outstanding (basic and diluted) ⁽¹⁾		5,352,490		5,352,490		5,352,490		5,352,490
Weighted average common shares outstanding (basic)										5,352,490		5,352,490		5,352,490		5,352,490

Loss Per Share
Basic and diluted ⁽¹⁾	$	(0.28)	$	(0.64)	$	(0.79)	$	(0.94)
Basic									$	(0.45)	$	(0.28)	$	(0.95)	$	(0.79)

There were 0 options or RSUs outstanding as of June 30, ~~2021~~2022 and ~~2020,~~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.

Note 9:8: Contingencies

Legal proceedings. From time to time, the Company is involved in a variety of claims, lawsuits and other disputes arising in the ordinary course of business. Management routinely assesses the likelihood of adverse judgments or outcomes in these matters, as well as the ranges of probable losses to the extent losses are reasonably estimable. Accruals for contingencies are recorded when, in the judgment of management, adverse judgments or outcomes are probable and the financial impact, should an adverse outcome occur, is reasonably estimable. The determination of likely outcomes of litigation matters relates to factors that include, but are not limited to, past experience and other evidence, interpretation of relevant laws or regulations and the specifics and status of each matter. Predicting the outcome of claims and litigation and estimating related costs and financial exposure involves substantial uncertainties that could cause actual results to vary materially from estimates and accruals. In the opinion of management, liabilities, if any, arising from other currently existing claims against the Company would not have a material adverse effect on DallasNews’ results of operations, liquidity or financial condition.

Note ~~10:~~9: Disposal of Assets

In May 2019, the Company finalized a Purchase and Sale Agreement with Charter DMN Holdings, LP (the “Purchaser”) for the sale of the real estate assets in downtown Dallas, Texas, previously used as the Company’s headquarters for a sale price of $28,000 and a pretax gain of $25,908. The sale price consisted of $4,597 cash received, after selling costs of approximately $1,000, and a two year seller-financed promissory note of $22,400 (the “Promissory Note”), included in current notes receivable in the Consolidated Balance Sheets. The sale provided the Company an additional $1,000 contingency payment if certain conditions were met. The contingency expired ~~as of~~in June ~~30,~~ 2020, with no payment made by the Purchaser related to the contingency.

The Promissory Note is secured by a first lien deed of trust covering the property and bears interest payable in quarterly installments that began on July 1, 2019, continuing through its maturity on June 30, 2021, and includes a pre-payment feature. Interest ~~will be~~was accrued at 3.5 percent during the first year and at 4.5 percent during the second year.

As a direct result of COVID-19 uncertainties, on April 3, 2020, the Company and the Purchaser entered into an amendment to the Promissory Note deferring the Purchaser’s interest payment of $195 that was due April 1, 2020, and adding it to a second promissory note (the “Second Promissory Note”). In addition, the Second Promissory Note included a 2019 real property tax reconciliation payment due from the Purchaser under the Purchase and Sale Agreement in the amount of $180. The Second Promissory Note, in the principal amount of $375, was secured by a second lien deed of trust covering the property and was due June 30, 2021.

‎

~~DallasNews Corporation Second Quarter 2021 on Form 10-Q~~ 16

~~Table of Contents~~

On June 29, 2021, the Company’s board of directors approved a second amendment and extension of the maturity date of the Promissory Note to June 30, 2022 (the “Second Modification Agreement”), effective June 30, 2021. In connection with the Second Modification Agreement, the Purchaser paid the Second Promissory Note in full. The unpaid, original principal balance of the Promissory Note ~~will continue~~continued to bear interest at the rate of 4.5 percent, with interest payable quarterly through June 30, 2022.

‎

DallasNews Corporation Second Quarter 2022 on Form 10-Q 15

Table of Contents

Effective June 30, 2022, the Company and the Purchaser entered into an agreement extending the maturity date of the Promissory ~~Note.~~Note to July 29, 2022 (the “Third Modification Agreement”). The unpaid, original principal balance of the Promissory Note will bear interest at the rate of 6.5 percent, due on July 29, 2022. The Promissory Note will continue to be secured by a first priority lien on the ~~property.~~Property. See Note 10 – Subsequent Events for additional information regarding cash proceeds received from the Purchaser.

In the three months ended June 30, ~~2021~~2022 and ~~2020,~~2021, the Company recorded ~~$271~~$251 and ~~$197,~~$271, respectively, and ~~$520~~$500 and ~~$392~~$520 in the six months ended June 30, ~~2021~~2022 and ~~2020,~~2021, respectively, of interest income related to the promissory notes, included in other income, net in the Consolidated Statements of Operations.

The Company evaluated the collectability of the note as a result of the Purchaser’s request to extend the maturity date of the Promissory Note and the continuation of the pandemic. Management believes as of June 30, 2021, the Promissory Note is recoverable since the Purchaser is in compliance with the terms, is publicly indicating its intent to develop the property, and management believes that the value of the collateral has not materially changed from the sale date.

The timing in general of commercial development may have been impacted by the pandemic, and thus capital constraints in commercial real estate markets may exist. Management continues to closely monitor the collectability of the Promissory Note and the value of the underlying collateral. Continued economic and other effects of the pandemic could impact the timing of payment or realization of the note.

Notes receivable are recorded net of an allowance for doubtful accounts. Interest income is accrued on the unpaid principal balance, included in accounts receivable in the Consolidated Balance Sheets. The Company puts notes receivable on non-accrual status and provides an allowance against accrued interest if it is determined the likelihood of collecting substantially all of the note and accrued interest is not probable. Notes are written-off against the allowance when all possible means of collection have been exhausted and the potential for recovery is considered remote. As of June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, there was 0 allowance recorded for the notes receivable or accrued interest receivable.

Note 10: Subsequent Events

The Company evaluates subsequent events at the date of the consolidated balance sheet as well as conditions that arise after the balance sheet date but before the consolidated financial statements are issued. To the extent any events and conditions exist, disclosures are made regarding the nature of events and the estimated financial effects for those events and conditions.

On July 29, 2022, the Company received cash proceeds of $22,516 due from the Purchaser under the Third Modification Agreement.

‎

DallasNews Corporation Second Quarter ~~2021~~2022 on Form 10-Q 1716

Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

DallasNews Corporation (“DallasNews” or the “Company”) intends for the discussion of its financial condition and results of operations that follows to provide information that will assist in understanding its financial statements, the changes in certain key items in those statements from period to period, and the primary factors that accounted for those changes, as well as how certain accounting principles, policies and estimates affect its financial statements. The following information should be read in conjunction with the Company’s consolidated financial statements and related notes filed as part of this report. All dollar amounts presented herein, except share and per share amounts, are in thousands, unless the context indicates otherwise.

This section and other parts of this Quarterly Report on Form 10-Q contain certain 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. See Forward-Looking Statements of this Quarterly Report for further discussion.

OVERVIEW

DallasNews Corporation, formerly A. H. Belo Corporation, ~~headquartered~~and its subsidiaries are referred to collectively herein as “DallasNews” or the “Company.” DallasNews was formed in ~~Dallas, Texas,~~February 2008 through a spin-off from its former parent company and is registered on The Nasdaq Stock Market LLC (Nasdaq trading symbol: DALN). DallasNews is the ~~leading local news~~Dallas-based holding company of The Dallas Morning News and information publishing company in Texas. The Company has a growing presence in emerging media and digital marketing, and maintains capabilities related to commercial printing, distribution and direct mail. DallasNews delivers news and information in innovative ways to a broad range of audiences with diverse interests and lifestyles.Medium Giant.

The Company transferred its stock exchange listing from the New York Stock Exchange (“NYSE”) to The Nasdaq Stock Market LLC (“Nasdaq”) and changed its corporate name to DallasNews Corporation. The listing and trading of the Company’s Series A common stock on the NYSE ceased trading at market close on June 28, 2021, and began trading on Nasdaq at market open on June 29, 2021, under the ticker symbol “DALN.”

On May 13, 2021, at the Company’s 2021 annual meeting of shareholders, its shareholders approved a reverse stock split at a ratio of not less than one-for-three and not more than one-for-five, with the exact ratio to be determined by the Company’s board of directors. Following the annual meeting, the Company’s board of directors approved a one-for-four reverse stock split of its issued, outstanding and treasury shares of common stock, par value $0.01 per share, which became effective June 8, 2021. As a result, every four shares of the Company’s issued and outstanding Series A common stock and Series B common stock (and any such shares held in treasury) were converted into one share of Series A common stock and Series B common stock, respectively. All fractional shares were settled in cash in connection with the reverse stock ~~split.~~split on June 9, 2021. The par value of the Series A and Series B common stock were not adjusted as a result of the reverse stock split and the Company reclassified an amount equal to the reduction in the number of Company shares at par value to additional paid-in capital. All issued and outstanding Series A and Series B common stock and per share amounts in the interim consolidated financial statements and footnotes included herein have been retroactively adjusted to reflect this reverse stock split for all periods presented.

~~As a direct result of COVID-19 uncertainties, on April 3,~~Beginning in early 2020, the ~~Company and~~ ~~Charter DMN Holdings, LP (the “Purchaser”)~~ ~~entered into an amendment to the two-year seller-financed promissory note of $22,400~~ ~~(the “Promissory Note”)~~, for the sale of the real estate assets previously used as the Company’s headquarters. The amendment (the “Second Promissory Note”), in the principal amount of $375, included a deferred interest payment of $195 that was due April 1, 2020, and a 2019 real property tax reconciliation payment due from the Purchaser. Subsequently, on June 29, 2021, the Company’s board of directors approved a second amendment and extension of the maturity date of the Promissory Note to June 30, 2022 (the “Second Modification Agreement”), effective June 30, 2021. In connection with the Second Modification Agreement, the Purchaser paid the Second Promissory Note in full. The unpaid, original principal balance of the Promissory Note will continue to bear interest at the rate of 4.5 percent, with interest payable quarterly through June 30, 2022, the maturity date of the Promissory Note. The Promissory Note will continue to be secured by a first priority lien on the property.

‎

~~DallasNews Corporation Second Quarter 2021 on Form 10-Q~~ 18

~~Table of Contents~~

~~The~~ COVID-19 pandemic ~~that began in January 2020, resulted in increased~~ ~~travel restrictions, and disruption and shutdown of businesses.~~ The pandemic and any preventative or protective actions that the Company has taken and may continue to take, or may be imposed on the Company by governmental intervention, in respect of the pandemic may result in a period of disruption to the Company’s financial reporting capabilities, its printing operations, and its operations generally. COVID-19 is impacting,impacted, and may continue to impact, the Company’s customers, distribution partners, advertisers, production facilities, and third parties, and could result in additional loss of advertising revenue or supply chain disruption. Media was designated an essential business, therefore the Company’s operations have continued throughout the pandemic. ~~While digital subscriptions continue~~The Company has been following the recommendations of local government and health authorities to ~~grow,~~minimize exposure risk for employees. Employees, including financial reporting staff, worked remotely since March 2020. Beginning in June 2021, the Company ~~experienced decreased demand for~~allowed its employees to return to the office on a voluntary basis and all employees returned to the office in the first quarter of 2022. If the pandemic were to affect a significant number of the workforce employed in printing operations, the Company may experience delays or be unable to produce, print and ~~digital advertising.~~ Asdeliver its publications and other third-party print publications on a result, beginning in 2020, the Company implemented measures to reduce costs and preserve cash flow. These measures included reduction in the quarterly dividend rate per share, temporary decreases in employee compensation, as well as reductions in discretionary spending. In addition, the Company benefited from tax provisions permitted under the ~~Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) and may benefit from the pension relief provisions under~~ ~~the American Rescue Plan Act of 2021 (the “ARP”)~~. However, these measures do not fully offset the impact of the COVID-19 pandemic on the Company’s business and, as such, the pandemic is likely to continue to have an adverse impact on the Company’s business, results of operations and financial condition at least for the near term. timely basis. The Company continues to evaluate ~~the~~for any future material impacts on its consolidated financial ~~statements that may result from the actions taken by the Company and its customers in respect of the pandemic.~~statements.

~~As of~~Effective June 30, ~~2021,~~2022, the Company ~~performed a review of potential impairment indicators for its long-lived assets, including property, plant~~ and ~~equipment, and right-of-use assets. The Company determined there was no significant decrease in~~Charter DMN Holdings, LP (the “Purchaser”) entered into an agreement (the “Third Modification Agreement”) extending the ~~market value~~maturity date of the ~~long-lived assets or significant change in~~promissory note of $22,400 (the “Promissory Note”), for the extent or manner in which the asset group is being used or in its physical condition as of June 30, 2021, and there was no significant adverse change in legal factors or in the business climate during the period that could affect the valuesale of the ~~asset group. Based upon~~real estate assets previously used as the ~~review~~Company’s headquarters, to July 29, 2022. The unpaid, original principal balance of ~~indicators,~~ the ~~Company believes its long-lived assets~~Promissory Note will bear interest at the rate of 6.5 percent, due on July 29, 2022. The Promissory Note will continue to be ~~recoverable based upon~~secured by a first priority lien on the ~~estimate~~Property. See Note 10 – Subsequent Events for additional information regarding cash proceeds received from the Purchaser.

DallasNews Corporation Second Quarter 2022 on Form 10-Q 17

Table of ~~the expected undiscounted cash flows, including the cash flows from ultimate disposition of the assets of the asset group.~~Contents

RESULTS OF OPERATIONS

Consolidated Results of Operations (unaudited)

This section contains discussion and analysis of net operating revenue, operating costs and expense and other information relevant to an understanding of results of operations for the three and six months ended June 30, ~~2021~~2022 and ~~2020.~~2021. Based on how the Company’s chief operating decision-maker makes decisions about allocating resources and assessing performance, the Company determined it has one reportable segment.

The table below sets forth the components of the Company’s operating loss.



	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended June 30,						Six Months Ended June 30,
	2021		Percentage ‎Change		2020			2021	Percentage ‎Change		2020		2022		Percentage ‎Change		2021			2022	Percentage ‎Change		2021
Advertising and marketing services	$	18,601	19.3	%	$	15,591	$	35,370	1.3	%	$	34,918	$	17,457	(6.2)	%	$	18,601	$	33,721	(4.7)	%	$	35,370
Circulation		16,093	2.4	%		15,723		32,115	(0.1)	%		32,137		16,250	1.0	%		16,093		32,346	0.7	%		32,115
Printing, distribution and other		3,974	(3.1)	%		4,101		7,998	(8.1)	%		8,703		3,866	(2.7)	%		3,974		7,793	(2.6)	%		7,998
Total Net Operating Revenue		38,668	9.2	%		35,415		75,483	(0.4)	%		75,758		37,573	(2.8)	%		38,668		73,860	(2.2)	%		75,483

Total Operating Costs and Expense		41,680	4.7	%		39,793		82,195	(3.2)	%		84,896		39,851	(4.4)	%		41,680		78,616	(4.4)	%		82,195

Operating Loss	$	(3,012)	31.2	%	$	(4,378)	$	(6,712)	26.5	%	$	(9,138)	$	(2,278)	24.4	%	$	(3,012)	$	(4,756)	29.1	%	$	(6,712)

Traditionally, the Company’s primary revenues are generated from advertising within its core newspapers, niche publications and related websites and from subscription and single copy sales of its printed newspapers. As a result of competitive and economic conditions, the newspaper industry has faced a significant revenue decline over the past decade. Therefore, the Company has sought to diversify its revenues through development and investment in new product offerings, increased circulation rates and leveraging of its existing assets to offer cost efficient commercial printing and distribution ~~services to its local markets.~~services. The Company continually evaluates the overall performance of its core products to ensure existing assets are deployed adequately to maximize return.

‎

~~DallasNews Corporation Second Quarter 2021 on Form 10-Q~~ 19

~~Table of Contents~~

The Company’s advertising revenue from its core newspapers continues to be adversely affected by the shift of advertiser spending to other forms of media and the increased accessibility of free online news content, as well as news content from other sources, which resulted in declines in advertising and paid print circulation volumes and revenue. Decreases in print display and classified categories are indicative of continuing trends by advertisers towards digital platforms, which are widely available from many sources. In the current environment, companies are allocating more of their advertising spending towards programmatic channels that provide digital advertising on multiple platforms with enhanced technology for targeted delivery and measurement. In addition, the Company ~~did experience~~has experienced declines resulting from the COVID-19 pandemic ~~beginning~~ ~~late in the~~ ~~first quarter of 2020~~ and ~~continuing into early 2021; however, the Company is beginning to see improvement in print advertising.~~recent supply chain issues.

In response to the decline in print revenue, the Company has developed agency capabilities, including strategy, creative and media management with a focus on strategic and digital ~~advertising capabilities through multiple media channels.~~marketing, and data intelligence that provide a measurable return on investment to its clients. The Company leverages its news content to improve engagement on the Company’s digital platforms that results in increased digital subscriptions and associated revenue. The Company also continues to diversify its revenue base by leveraging the available capacity of its existing assets to provide print and distribution services for newspapers and other customers requiring these services, by introducing new advertising and marketing services products, and by increasing circulation prices.

Because of declining print circulation, the Company has developed broad digital strategies designed to provide readers with multiple platforms for obtaining online access to local news. The Company ~~redesigned and expanded its website platforms and mobile applications in 2019 to provide a better customer experience with its digital news and information content. The Company~~ continues to obtain additional key demographic data from readers, which allows the Company to provide content desired by readers and to modify marketing and distribution strategies to target and reach audiences valued by advertisers. The Company has access to a programmatic digital advertising ~~platform~~platforms that ~~provides~~provide digital ad placement and targeting efficiencies and increases utilization of digital inventory within the Company’s ~~websites~~websites. Additionally, in order to optimize owned and ~~external websites.~~operated digital advertising revenue, the Company has adopted a holistic yield management approach powered by real-time bidding technologies and data analysis to ensure the optimal mix of direct sales and programmatic ad sales is achieved.

‎

DallasNews Corporation Second Quarter 2022 on Form 10-Q 18

Table of Contents

Advertising and marketing services revenue

Advertising and marketing services revenue was 46.5 percent and 45.7 percent of total revenue for the three and six months ended June 30, 2022, respectively, and 48.1 percent and 46.9 percent of total revenue for the three and six months ended June 30, 2021, ~~respectively, and 44.0 percent and 46.1 percent of total revenue for the three and six months ended June 30, 2020,~~ respectively.



		Three Months Ended June 30,						Six Months Ended June 30,							Three Months Ended June 30,						Six Months Ended June 30,
		2021		Percentage ‎Change		2020			2021	Percentage ‎Change		2020			2022		Percentage ‎Change		2021			2022	Percentage ‎Change		2021
Print advertising		$	12,265	37.9	%	$	8,891	$	23,491	8.3	%	$	21,690		$	11,416	(6.9)	%	$	12,265	$	22,013	(6.3)	%	$	23,491
Digital advertising and marketing services			6,336	(5.4)	%		6,700		11,879	(10.2)	%		13,228			6,041	(4.7)	%		6,336		11,708	(1.4)	%		11,879
Advertising and Marketing Services	Advertising and Marketing Services	$	18,601	19.3	%	$	15,591	$	35,370	1.3	%	$	34,918	Advertising and Marketing Services	$	17,457	(6.2)	%	$	18,601	$	33,721	(4.7)	%	$	35,370

Print advertising

Print advertising is comprised of display, classified and preprint advertising revenue.

Display and classified print revenue primarily represents sales of advertising space within the Company’s core and niche newspapers. Display and classified print revenue increased ~~$1,703~~$111 and ~~$861~~$377 in the three and six months ended June 30, ~~2021,~~2022, respectively, primarily due to ~~the~~a volume ~~of classified advertisements starting to return to pre-pandemic levels.~~increase in display advertisements.

Preprint revenue primarily reflects preprinted advertisements inserted into the Company’s core newspapers, ~~and~~ niche publications, and distributed to publications in other markets, or distributed to non-subscribers through the mail. Preprint advertising also includes other services revenue related to the Company’s niche publications. Revenue ~~increased $1,671~~decreased $960 and ~~$940~~$1,855 in the three and six months ended June 30, ~~2021,~~2022, respectively, primarily due to a volume ~~increase~~decline in ~~home delivery mail advertising~~preprint advertisements and ~~preprint newspaper inserts which are beginning to recover from the unfavorable impacts resulting from the COVID-19 pandemic.~~supply chain issues impacting advertisers.

Digital advertising and marketing services

Digital advertising and marketing services revenue consists of strategic marketing management, consulting, creative services, targeted and multi-channel (programmatic) advertising placed on third-party websites, digital sales of banner, classified and native advertisements on the Company’s news and entertainment-related websites and mobile apps, social media management, search optimization, direct mail and the sale of promotional materials. Revenue decreased ~~$364~~$295 and ~~$1,349~~$171 in the three and six months ended June 30, ~~2021,~~2022, respectively, primarily due to a decline in ~~sales of promotional materials related~~marketing services revenue resulting from some contracts ending and some new contracts slower to ~~COVID-19.~~start than expected, partially offset by an increase in digital advertising on dallasnews.com.

‎

~~DallasNews Corporation Second Quarter 2021 on Form 10-Q~~ 20

~~Table of Contents~~

Circulation revenue

Circulation revenue was 43.2 percent and 43.8 percent of total revenue for the three and six months ended June 30, 2022, respectively, and 41.6 percent and 42.5 percent of total revenue for the three and six months ended June 30, 2021, ~~respectively, and 44.4 percent and 42.4 percent of total revenue for the three and six months ended June 30, 2020,~~ respectively.



	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended June 30,						Six Months Ended June 30,
	2021		Percentage ‎Change		2020			2021	Percentage ‎Change		2020		2022		Percentage ‎Change		2021			2022	Percentage ‎Change		2021
Print circulation	$	13,818	(2.9)	%	$	14,229	$	27,794	(5.0)	%	$	29,246	$	12,998	(5.9)	%	$	13,818	$	26,117	(6.0)	%	$	27,794
Digital circulation		2,275	52.3	%		1,494		4,321	49.5	%		2,891		3,252	42.9	%		2,275		6,229	44.2	%		4,321
Circulation	$	16,093	2.4	%	$	15,723	$	32,115	(0.1)	%	$	32,137	$	16,250	1.0	%	$	16,093	$	32,346	0.7	%	$	32,115

Print circulation

Revenue decreased primarily driven by volume declines, partially offset by rate increases. Home delivery revenue decreased ~~$312~~$683 or ~~2.4~~5.4 percent in the three months ended June 30, ~~2021,~~2022, and ~~$891~~$1,367 or ~~3.4~~5.4 percent in the six months ended June 30, ~~2021.~~2022. Single copy revenue ~~also~~ decreased ~~$99~~$138 or ~~7.6~~11.5 percent in the three months ended June 30, ~~2021,~~2022, and ~~$561~~$310 or ~~18.6~~12.7 percent in the six months ended June 30, ~~2021, primarily due to the unfavorable impact~~2022.

‎

DallasNews Corporation Second Quarter 2022 on Form 10-Q 19

Table of ~~the COVID-19 pandemic on single copy sales.~~Contents

Digital circulation

Revenue increased in the three and six months ended June 30, ~~2021,~~2022, due to an increase in digital-only subscriptions of ~~21.4~~approximately 9,758 or 18.4 percent when compared to June 30, ~~2020,~~2021, reflecting the Company’s continued focus on growing its paid digital memberships and improving the member experience.

Printing, distribution and other revenue

Printing, distribution and other revenue was 10.3 percent and 10.5 percent of total revenue for the three and six months ended June 30, 2022, respectively, and 10.3 percent and 10.6 percent of total revenue for the three and six months ended June 30, 2021, ~~respectively, and 11.6 percent and 11.5 percent of total revenue for the three and six months ended June 30, 2020,~~ respectively.

Three Months Ended June 30,
Six Months Ended June 30,
2021
Percentage
‎Change
2020
2021
Percentage
‎Change
2020
Printing, Distribution and Other
$
3,974
(3.1)
%
$
4,101
$
7,998
(8.1)
%
$
8,703



	Three Months Ended June 30,						Six Months Ended June 30,
	2022		Percentage ‎Change		2021			2022	Percentage ‎Change		2021
Printing, Distribution and Other	$	3,866	(2.7)	%	$	3,974	$	7,793	(2.6)	%	$	7,998

Revenue decreased in the three and six months ended June 30, ~~2021,~~2022, primarily due to a decline in commercial printing and distribution revenue.

‎

~~DallasNews Corporation Second Quarter 2021 on Form 10-Q~~ 21

~~Table of Contents~~

Operating Costs and Expense

The table below sets forth the components of the Company’s operating costs and expense.



	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended June 30,						Six Months Ended June 30,
	2021		Percentage ‎Change		2020		2021		Percentage ‎Change		2020		2022		Percentage ‎Change		2021		2022		Percentage ‎Change		2021
Employee compensation and benefits	$	18,116	6.6	%	$	16,997	$	36,063	0.1	%	$	36,013	$	16,804	(7.2)	%	$	18,116	$	33,214	(7.9)	%	$	36,063
Other production, distribution and operating costs		20,151	8.0	%		18,659		39,241	(1.0)	%		39,651		19,725	(2.1)	%		20,151		38,974	(0.7)	%		39,241
Newsprint, ink and other supplies		2,378	4.7	%		2,271		4,719	(14.9)	%		5,542		2,504	5.3	%		2,378		4,898	3.8	%		4,719
Depreciation		1,035	(42.6)	%		1,802		2,109	(40.9)	%		3,567		716	(30.8)	%		1,035		1,428	(32.3)	%		2,109
Amortization		—	(100.0)	%		64		64	(50.0)	%		128		—	N/A			—		—	(100.0)	%		64
Gain on sale/disposal of assets, net		—	N/A			—		(1)	80.0	%		(5)		—	N/A			—		—	100.0	%		(1)
Asset impairments														102	N/A			—		102	N/A			—
Total Operating Costs and Expense	$	41,680	4.7	%	$	39,793	$	82,195	(3.2)	%	$	84,896	$	39,851	(4.4)	%	$	41,680	$	78,616	(4.4)	%	$	82,195

Employee compensation and benefits – The Company continues to implement measures to optimize its workforce and evaluate strategies to reduce risk associated with future obligations for employee benefit plans. Employee compensation and benefits ~~increased $1,119~~decreased $1,312 and $2,849 in the three ~~months ended June 30, 2021,~~ and ~~remained flat in the~~ six months ended June 30, ~~2021. Savings from~~2022, respectively, primarily due to headcount reductions of 4553 since June 30, ~~2020, were offset by voluntary headcount reductions that resulted in $1,382 of severance expense.~~2021.

Other production, distribution and operating costs – Expense ~~increased $1,492~~decreased $426 and $267 in the three ~~months ended June 30, 2021,~~ and ~~decreased $410 in the~~ six months ended June 30, ~~2021,~~2022, respectively, primarily due to ~~increases~~a decrease in ~~advertising and promotional expense, and~~ distribution ~~expense in the second quarter of 2021, offset by~~ ~~expense reductions in outside services.~~expense.

Newsprint, ink and other supplies – Expense increased ~~$107~~$126 and $179 in the three ~~months ended June 30, 2021,~~ and ~~decreased $823 in the~~ six months ended June 30, ~~2021.~~ ~~Savings from~~ ~~reduced newsprint costs associated with lower circulation volumes and the decline in commercial printing was offset by an increase in newsprint prices.~~2022, respectively. Competitive pricing is available under the Company’s paper supply agreement; however, the price of newsprint ~~has been increasing.~~increased, partially offset by savings from reduced newsprint costs associated with lower circulation volumes. Newsprint consumption for the three months ended June 30, 2022 and 2021, approximated 1,902 and ~~2020, approximated~~ 2,204 ~~and 2,277~~ metric tons, respectively, and ~~4,263~~3,790 and ~~4,848~~4,263 metric tons for the six months ended June 30, ~~2021~~2022 and ~~2020,~~2021, respectively.

Depreciation – Expense decreased ~~$767~~$319 and ~~$1,458~~$681 in the three and six months ended June 30, ~~2021,~~2022, respectively, due to a lower depreciable asset base as a higher level of in-service assets are now fully depreciated and the Company has reduced capital spending.

Amortization – Expense decreased due to all intangible assets being fully amortized in the first quarter of 2021.

~~Gain on sale/disposal of assets, net~~ –~~From time to time, the Company will sell disposed assets, primarily production related assets that are no longer in use.~~

‎

DallasNews Corporation Second Quarter ~~2021~~2022 on Form 10-Q 2220

Table of Contents

Gain on sale/disposal of assets, net – The Company disposed assets that were no longer in use and from time to time, the Company will sell disposed assets.

Asset impairments – In the second quarter, the Company terminated the lease and sublease agreements for the office space of the Denton Publishing Company, resulting in a right-of-use asset impairment of $102 recorded in the three months ended June 30, 2022.

Other

The table below sets forth the other components of the Company’s results of operations.



	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended June 30,						Six Months Ended June 30,
	2021		Percentage ‎Change		2020		2021		Percentage ‎Change		2020		2022		Percentage ‎Change		2021		2022		Percentage ‎Change		2021
Other income, net	$	1,613	21.2	%	$	1,331	$	2,867	6.9	%	$	2,683	$	28	(98.3)	%	$	1,613	$	46	(98.4)	%	$	2,867

Income tax provision (benefit)	$	83	(77.4)	%	$	367	$	402	128.3	%	$	(1,420)
Income tax provision													$	165	98.8	%	$	83	$	349	(13.2)	%	$	402

Other income, net – Other income, net ~~is primarily comprised of~~includes net periodic pension and other post-employment ~~benefit~~expense (benefit) of ~~$1,035~~$455 and ~~$2,070~~$(2,070) for the ~~three and~~ six months ended June 30, 2022 and 2021, ~~respectively,~~respectively. Interest income (expense) and ~~$1,153 and $2,307 for the three and six months ended June 30, 2020, respectively, resulting from a favorable return on pension assets, partially offset by a decrease in the discount rate. Gain~~gain (loss) from investments and ~~interest income (expense)~~ are also included in other income, net. In the three months ended June 30, ~~2021~~2022 and ~~2020,~~2021, the Company recorded ~~$271~~$251 and ~~$197,~~$271, respectively, and ~~$520~~$500 and ~~$392~~$520 in the six months ended June 30, ~~2021~~2022 and ~~2020,~~2021, respectively, of interest income related to the promissory notes from the sale of the Company’s former headquarters.

Income tax provision ~~(benefit)~~ – The Company recognized an income tax provision ~~(benefit)~~ of ~~$83~~$165 and ~~$367~~$83 for the three months ended June 30, ~~2021~~2022 and ~~2020,~~2021, respectively, and ~~$402~~$349 and ~~$(1,420)~~$402 for the six months ended June 30, ~~2021~~2022 and ~~2020, respectively. Effective income tax rates were (10.5) percent and 22.0 percent for the six months ended June 30,~~ 2021, ~~and 2020,~~ respectively. The income tax provision for the three and six months ended June 30, 2022 and 2021, was due to the effect of the Texas ~~margin~~franchise tax. The Company expects it is reasonably possible to recognize a tax benefit of approximately $2,575 within the next three months from the release of a federal uncertain tax reserve, due to the statute lapsing in August 2021.

~~The~~Effective income tax ~~provision for the three months ended June 30, 2020, was due to the Texas margin tax. The income tax benefit~~rates were (7.4) percent and (10.5) percent for the six months ended June 30, ~~2020, was due to the recognition of the 2018 net operating loss carryback permitted by the CARES Act, partially offset by the effect of the Texas margin tax.~~2022 and 2021, respectively.

Legal proceedings – From time to time, the Company is involved in a variety of claims, lawsuits and other disputes arising in the ordinary course of business. Management routinely assesses the likelihood of adverse judgments or outcomes in these matters, as well as the ranges of probable losses to the extent losses are reasonably estimable. Accruals for contingencies are recorded when, in the judgment of management, adverse judgments or outcomes are probable and the financial impact, should an adverse outcome occur, is reasonably estimable. The determination of likely outcomes of litigation matters relates to factors that include, but are not limited to, past experience and other evidence, interpretation of relevant laws or regulations and the specifics and status of each matter. Predicting the outcome of claims and litigation and estimating related costs and financial exposure involves substantial uncertainties that could cause actual results to vary materially from estimates and accruals. In the opinion of management, liabilities, if any, arising from other currently existing claims against the Company would not have a material adverse effect on DallasNews’ results of operations, liquidity or financial condition.

‎

~~DallasNews Corporation Second Quarter 2021 on Form 10-Q~~ 23

~~Table of Contents~~

Liquidity and Capital Resources

The Company’s cash balances as of June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, were ~~$37,770~~$26,560 and ~~$42,015,~~$32,439, respectively.

The Company intends to hold the majority of existing cash for purposes of future investment opportunities, potential return of capital to shareholders and for contingency purposes. Although revenue is expected to continue to decline in future periods, cash flows and other ~~cost cutting~~expense reduction measures are expected to be sufficient to fund operating activities and capital ~~spending of less than $700~~ ~~over the remainder of the year.~~spending.

The future approval of dividends is dependent upon available cash after considering future operating and investing requirements and cannot be guaranteed. The Company continues to have a board-authorized repurchase authority. However, the agreement to repurchase the Company’s stock expired and was not renewed.

The Company is experiencing an increase in digital subscriptions, which currently does not offset the loss of advertising revenue. On April 6, 2020, the Company announced that it was taking several actions to reduce cash outflow in response to the financial impact of COVID-19. The Company reduced operating expenses, reduced capital expenditures to less than $1,000 in 2020, and lowered the quarterly dividend rate per share. Beginning with the 2020 annual meeting of shareholders, the board of directors’ compensation was reduced and the board was reduced in size by two. In addition, employees’ base compensation was reduced Company-wide, and the annual bonus tied to financial metrics for eligible employees was not achieved. In August 2020, the Company began to restore base salaries and by October, the Company restored base salaries prospectively for all employees, with the exception of the executive officers that report to the Chief Executive Officer. The executive officers’ base salaries were restored effective January 1, 2021.

In response to COVID-19, the CARES Act was signed into law in March 2020. The CARES Act provides numerous tax provisions and other stimulus measures. The Company has benefited from the temporary five-year net operating loss carryback provision and the technical correction for qualified leasehold improvements, which changes 39-year property to 15-year property, eligible for 100 percent tax bonus depreciation. Applying the technical correction to 2018 has resulted in reporting additional tax depreciation of $1,017 and increased the 2018 net operating loss to approximately $6,829. The loss was carried back against 2014 ~~taxes paid at the federal statutory rate of 35 percent that was previously in effect, resulting in a cash~~ ~~refund of $2,425, including interest, received in October 2020.~~

~~The Consolidated Appropriations Act, 2021, which includes the COVID-related Tax Relief~~American Rescue Plan Act of 2020 and the Taxpayer Certainty and Disaster Tax Relief Act of 2020, was passed and signed into law the last week of 2020. Among others, the provisions in this act included items such as guidance on expenses associated with forgiven Paycheck Protection Program loans, business meals deductions, individual tax rebates and unemployment benefits. The Company did not avail itself of any of the items contained in this act.

~~In addition, the ARP act~~2021 (the “ARP Act”) was passed and signed into law on March 11, 2021, and was designed to speed up the United States’ economic recovery. The ARP Act contains many provisions, including direct cash payments to eligible taxpayers below specified income limits, extended unemployment insurance benefits, additional relief designed to prevent layoffs and business closures at small businesses, and pension relief provisions. The pension relief provisions include extending the interest rate relief passed in previous years, permanently adding a floor to funding interest rates, and permanently changing the amortization period for pension underfunding from 7 to 15 years. All provisions are required to be effective for plan years beginning in 2022, but plan sponsors can elect certain provisions to apply to plan years beginning as early as 2019. The Company ~~will likely benefit~~benefited from the ~~pension~~shortfall amortization relief provisions ~~but~~and the ~~Company is still evaluating~~segment interest rate relief provisions contained in the ~~provisions until~~ARP Act effective for the ~~IRS guidance is finalized.~~2020 plan year.

DallasNews Corporation Second Quarter 2022 on Form 10-Q 21

Table of Contents

As a direct result of COVID-19 uncertainties, on April 3, 2020, the Company and Charter DMN Holdings, LP (the “Purchaser”) entered into an amendment to the two-year seller-financed promissory note of $22,400 (the “Promissory Note”), for the sale of the real estate assets previously used as the Company’s headquarters. The amendment (the “Second Promissory Note”), in the principal amount of $375, included a deferred interest payment of $195 that was due April 1, 2020, and a 2019 real property tax reconciliation payment due from the Purchaser. Subsequently, on June 29, 2021, the Company’s board of directors approved a second amendment and extension of the maturity date of the Promissory Note to June 30, 2022 (the “Second Modification Agreement”), effective June 30, 2021. In connection with the Second Modification Agreement, the Purchaser paid the Second Promissory Note in full. The unpaid, original principal balance of the Promissory Note ~~will continue~~continued to bear interest at the rate of 4.5 percent, with interest payable quarterly through June 30, 2022. Effective June 30, 2022, the Company and the Purchaser entered into an agreement extending the maturity date of the Promissory ~~Note.~~Note to July 29, 2022 (the “Third Modification Agreement”). The unpaid, original principal balance of the Promissory Note will bear interest at the rate of 6.5 percent, due on July 29, 2022. The Promissory Note will continue to be secured by a first priority lien on the ~~property.~~Property. See

~~The Company evaluated the collectability of the note as a result of the Purchaser’s request to extend the maturity date of the Promissory~~ Note and the continuation of the pandemic. Management believes as of June 30, 2021, the Promissory Note is recoverable since the Purchaser is in compliance with the terms, is publicly indicating its intent to develop the property, and management believes that the value of the collateral has not materially changed10 – Subsequent Events for additional information regarding cash proceeds received from the ~~sale date.~~

‎

~~DallasNews Corporation Second Quarter 2021 on Form 10-Q~~ 24

~~Table of Contents~~

The following discusses the changes in cash flows by operating, investing and financing activities.

Operating Cash Flows

Net cash used for operating activities for the six months ended June 30, 2022 and 2021, was $3,266 and ~~2020, was~~ $2,645, ~~and $2,363,~~ respectively. Cash flows used for operating activities increased by ~~$282~~$621 during the six months ended June 30, ~~2021,~~2022, when compared to the prior year period, primarily due to changes in working capital and other operating assets and liabilities.

Investing Cash Flows

Net cash provided by (used for) investing activities was ~~$113~~$(900) and ~~$(527)~~$113 for the six months ended June 30, 2022 and 2021, ~~and 2020,~~ respectively. Cash flows from investing activities ~~increased due to~~included $900 and $263 of capital spending in 2022 and 2021, respectively, and cash proceeds of $375 received in the second quarter of 2021 to pay the Second Promissory Note in full as discussed above. ~~Cash flows from investing activities also included $263 and $532 of capital spending in 2021 and 2020, respectively, which continues to be reduced in response to the~~ ~~financial impact of the COVID-19~~ ~~pandemic.~~

Financing Cash Flows

Net cash used for financing activities was $1,713 and ~~$3,426~~$1,713 for the six months ended June 30, ~~2021~~2022 and ~~2020, respectively,~~2021, primarily attributable to dividend payments.

Financing Arrangements

None.

Contractual Obligations

The Company has contractual obligations for operating leases, primarily for office space and other distribution centers, some of which include escalating lease payments. See Note 3 – Leases for future lease payments by year.

Under the applicable tax and labor laws governing pension plan funding, no contributions to the DallasNews Pension Plans are required in ~~2021.~~2022.

On May ~~13, 2021,~~12, 2022, the Company’s board of directors declared a $0.16 per share dividend ~~proportionately adjusted for the reverse stock split,~~ to shareholders of record as of the close of business on August ~~13, 2021,~~12, 2022, which is payable on September ~~3, 2021.~~2, 2022.

Additional information related to the Company’s contractual obligations is available in Company’s Annual Report on Form 10-K for the year ended December 31, ~~2020,~~2021, filed on March ~~11, 2021,~~7, 2022, with the Securities and Exchange Commission (“SEC”).

‎

DallasNews Corporation Second Quarter ~~2021~~2022 on Form 10-Q 2522

Table of Contents

Critical Accounting Policies and Estimates

No material changes were made to the Company’s critical accounting policies as set forth in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations”, included in the Company’s Annual Report on Form 10-K filed with the SEC for the year ended December 31, ~~2020.~~2021.

Forward-Looking Statements

Statements in this communication concerning DallasNews Corporation’s business outlook or future economic performance, revenues, expenses, and other financial and non-financial items that are not historical facts ~~including statements of the Company’s expectations relating to the reverse stock split,~~ are “forward-looking statements” as the term is defined under applicable federal securities laws. 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 current and future impacts of the COVID-19 pandemic on the Company’s financial reporting capabilities and its operations generally and the potential impact of the pandemic on the Company’s customers, distribution partners, advertisers, production facilities, and third parties, as well as changes in advertising demand and other economic conditions; consumers’ tastes; newsprint prices; program costs; labor relations; cybersecurity incidents; ~~technology~~technological obsolescence; 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. Among other risks, there can be no guarantee that the board of directors will approve a quarterly dividend in future quarters. 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 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, are controls that are designed to ensure that information required to be disclosed by the Company in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the Company’s Chief Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing disclosure controls and procedures, management is required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures is also based, in part, upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

The Company’s management, with the participation of its Chief Executive Officer and Principal Financial Officer, evaluated the effectiveness of the design and operation of its disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, as of June 30, ~~2021,~~2022, management concluded that the Company’s disclosure controls and procedures were effective.

Changes in Internal Control Over Financial Reporting

There have been no changes in the Company’s internal control over financial reporting that occurred during the second fiscal quarter ended June 30, ~~2021,~~2022, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

‎

DallasNews Corporation Second Quarter ~~2021~~2022 on Form 10-Q 2623

Table of Contents

PART II

Item 1. Legal Proceedings

A number of legal proceedings are pending against DallasNews. In the opinion of management, liabilities, if any, arising from these legal proceedings would not have a material adverse effect on DallasNews’ results of operations, liquidity or financial condition.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

There were no unregistered sales of the Company’s equity securities during the period covered by this report.

Issuer Purchases of Equity Securities

The Company continues to have a board-authorized repurchase authority. However, the agreement to repurchase the Company’s stock expired and was not renewed.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

None.

‎

DallasNews Corporation Second Quarter ~~2021~~2022 on Form 10-Q 2724

Table of Contents

Item 6. Exhibits

Exhibits marked with an asterisk (*) are incorporated by reference to documents previously filed by the Company with the SEC, as indicated. In accordance with Regulation S-T, the XBRL-related information marked with a double asterisk (**) in Exhibit No. 101 to this Quarterly Report on Form 10-Q is deemed filed. All other documents are filed with this report. Exhibits marked with a tilde (~) are management contracts, compensatory plan contracts or arrangements filed pursuant to Item 601(b)(10)(iii)(A) of Regulation S-K.

Exhibit Number

Description

~~2.1~~

Agreement and Plan of Merger dated April 23, 2018 by and between A. H. Belo Corporation and A. H. Belo Texas, Inc. (Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 23, 2018 (Securities and Exchange Commission File No. 001-33741) (the “April 23, 2018 Form 8-K”))

3.1

Certificate of Formation of A. H. Belo Corporation (successor to A. H. Belo Texas, Inc.)(Exhibit 3.1 to the April 23, 2018 Form 8-K)

3.2

Certificate of Merger (Delaware) of A. H. Belo Corporation with and into A. H. Belo Texas, Inc. (Exhibit 3.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 2, 2018 (Securities and Exchange Commission File No. 001-33741) (the “July 2, 2018 Form 8-K”))

3.3

Certificate of Merger (Texas) of A. H. Belo Corporation with and into A. H. Belo Texas, Inc. (Exhibit 3.4 to the July 2, 2018 Form 8-K)

3.4

Certificate of Amendment to Certificate of Formation effective June 8, 2021 (Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 8, 2021 (Securities and Exchange Commission File No. 001-33741))

3.5

Certificate of Amendment to Certificate of Formation (changing Company name to DallasNews Corporation) effective June 29, 2021 (Exhibit 3.1 to the Company’s Current Report of Form 8-K filed with the Securities and Exchange Commission on June 30, 2021 (Securities and Exchange Commission File No. 001-33741) (the “June 30, 2021 Form 8-K”))

3.6

Certificate of Correction to Certificate of Amendment (Exhibit 3.2 to the June 30, 2021 Form 8-K)

3.7

Amended and Restated Bylaws of DallasNews Corporation (Exhibit 3.3 to the June 30, 2021 Form 8-K)

~~4.1(a)~~

~~Certain rights of the holders of the Company’s Common Stock set forth in Exhibits 3.1~~-~~3.4 above~~

~~4.1(b)~~4.1

Description of Capital Stock (Exhibit 4.1 to the July 2, 2018 Form 8-K)

4.2

Specimen Form of Certificate representing shares of the Company’s Series A Common Stock (Exhibit 4.2 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on July 26, 2021 (Securities and Exchange Commission File No. 001-33741) (the “2^nd Quarter 2021 Form 10-Q”))

4.3

Specimen Form of Certificate representing shares of the Company’s Series B Common Stock (Exhibit 4.3 to the 2^nd Quarter 2021 Form 10-Q)

10.1

Material Contracts

(1)

Sublease Agreement for Old Dallas Library Building dated December 30, 2016 (Exhibit 10.1 to A. H. Belo Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 3, 2017 (Securities and Exchange Commission File No. 001-33741) (the “January 3, 2017 Form 8-K”))

(2)

Guaranty of Lease dated December 30, 2016 (Exhibit 10.2 to the January 3, 2017 Form 8-K)

(3)

Paper Supply Agreement effective as of August 5, 2019, by and between The Dallas Morning News, Inc. and Gannett Supply Corporation (Exhibit 10.1 to A. H. Belo Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 6, 2019 (Securities and Exchange Commission File No. 001-33741))

(4)

Purchase and Sale Agreement effective as of May 17, 2019, by and between The Dallas Morning News, Inc. and Charter DMN Holdings, LP, together with related Promissory Note dated May 17, 2019, in the original principal amount of $22.4 million made by Charter DMN Holdings, LP, payable to The Dallas Morning News, Inc. (Exhibit 10.1 to A. H. Belo Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 17, 2019 (Securities and Exchange Commission File No. 001-33741))

(a)

Modification Agreement effective April 1, 2020 to Promissory Note dated May 17, 2020 (Exhibit 10.1 to the April 6, 2020 Form 8-K)

(b)

Promissory Note (Interest and Property Tax Reconciliation) effective April 1, 2020 (Exhibit 10.2 to the April 6, 2020 Form 8-K)

(c)

Second Modification Agreement effective June 30, 2021 (Exhibit 10.1 to the June 30, 2021 Form 8-K)

‎

~~DallasNews Corporation Second Quarter 2021 on Form 10-Q~~ 28

~~Table of Contents~~

‎

DallasNews Corporation Second Quarter 2022 on Form 10-Q 25

Table of Contents

Exhibit Number

Description

(d)

Third Modification Agreement effective June 30, 2022 (Exhibit 10.1 to DallasNews Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 30, 2022 (Securities and Exchange Commission File No. 001-33741))

10.2

Compensatory plans and arrangements:

~(1)

~~A. H. Belo~~DallasNews Savings Plan as Amended and Restated Effective January 1, ~~2015 (Exhibit 10.2(1) to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 6, 2015 (Securities and Exchange Commission File No. 001-33741))~~

~~(a)~~

~~First Amendment to the A. H. Belo Savings Plan effective January 1, 2016 (Exhibit 10.2(1)(a) to the Company’s Quarterly Report on Form 10~~-~~Q filed with the Securities and Exchange Commission on November 1, 2016 (Securities and Exchange Commission File No. 001-33741))~~

~~(b)~~

~~Second Amendment to the A. H. Belo Savings Plan effective September 8, 2016 (Exhibit 10.2(1)(b) to the Company’s Quarterly Report on Form 10~~-~~Q filed with the Securities and Exchange Commission on November 1, 2016 (Securities and Exchange Commission File No. 001-33741))~~

~~(c)~~

Third Amendment to the A. H. Belo Savings Plan dated September 7, 2017 (Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 8, 2017 (Securities and Exchange Commission File No. 001-33741)(the “September 8, 2017 Form 8-K”))

~~(d)~~

~~Fourth Amendment to the A. H. Belo Savings Plan (Exhibit 10.2 to the July 2, 2018 Form 8-K)~~

~~(e)~~

Fifth Amendment to the A. H. Belo Savings Plan dated November 27, 2018 (Exhibit 10.2(1)(E) to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on April 29, 2019 (Securities and Exchange Commission File No. 001-33741)(the “1^st ~~Quarter 2019 Form 10-Q”))~~

~~(f)~~

~~Sixth Amendment to the A. H. Belo Savings Plan dated April 1, 2019 (Exhibit 10.2(1)(F) to the 1~~^st ~~Quarter 2019 Form 10-Q)~~

~~(g)~~

Seventh Amendment to the A. H. Belo Savings Plan dated December 1, 2019 (Exhibit 10.2(1)(G) to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on April 14, 2020 (Securities and Exchange Commission File No. 001-33741))

~~(h)~~

Eighth Amendment to the A. H. Belo Savings Plan dated July 23, 2020 (Exhibit 10.2(1)(H) to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on July 28, 2020 (Securities and Exchange Commission File No. 001-33741))

~~(i)~~

~~Ninth Amendment to the A. H. Belo Savings Plan (changing plan name to DallasNews Savings Plan) effective June 29, 2021~~2022

~(2)

A. H. Belo 2017 Incentive Compensation Plan (Exhibit I to A. H. Belo Corporation’s Schedule 14A Proxy Statement filed with the Securities and Exchange Commission on March 28, 2017)

(a)

Form of A. H. Belo 2017 Incentive Compensation Plan Evidence of Grant (for Non-Employee Directors) (Exhibit 10.1 to A. H. Belo Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 12, 2017 (Securities and Exchange Commission File No. 001-33741) (the “May 12, 2017 Form 8-K”))

(b)

Form of A. H. Belo 2017 Incentive Compensation Plan Evidence of Grant (for Employee Awards) (Exhibit 10.2 to the May 12, 2017 Form 8-K)

(c)

First Amendment to the A. H. Belo 2017 Incentive Compensation Plan (Exhibit 10.1 to the July 2, 2018 Form 8-K)

(d)

Second Amendment to the A. H. Belo 2017 Incentive Compensation Plan (Exhibit 10.3 to A. H. Belo Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 11, 2018 (Securities and Exchange Commission File No. 001-33741))

(e)

Third Amendment to the A. H. Belo 2017 Incentive Compensation Plan (changing name of plan to the DallasNews 2017 Incentive Compensation Plan) (Exhibit 10.1 to A. H. Belo Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 18, 2021 (Securities and Exchange Commission File No. 001-33741))

~(3)

Form of A. H. Belo Cash Long-Term Incentive Compensation Evidence of Grant (for Employee Awards) (Exhibit 10.1 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 14, 2019 (Securities and Exchange Commission File No. 001-33741))

~~DallasNews Corporation Second Quarter 2021 on Form 10-Q~~ 29

~~Table of Contents~~

~~Exhibit Number~~

~~Description~~

~(4)

~~A. H. Belo Corporation Change in Control Severance Plan~~Robert W. Decherd Compensation Agreement dated May 12, 2022 (Exhibit ~~10.7~~10.1 to the ~~February~~Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 12, ~~2008~~2022 (Securities and Exchange Commission File No. 001-33741) (the “May 12, 2022 Form ~~8-K)~~

~~(a)~~

~~Amendment to the A. H. Belo Change in Control Severance Plan dated March 31, 2009 (Exhibit 10.3 to the April 2, 2009 Form 8-K)~~

~~(b)~~

~~Second Amendment to the A. H. Belo Change in Control Severance Plan (changing plan name to DallasNews Change in Control Severance Plan) effective June 29, 2021~~8-K”))

~(5)

~~Robert W. Decherd~~Grant S. Moise Compensation ~~Arrangements~~Agreement dated ~~June 19, 2013~~May 12, 2022 (Exhibit ~~10.1~~10.2 to the ~~Company’s Current Report on~~May 12, 2022 Form ~~8-K filed with~~8-K)

~(6)

Katy Murray Compensation Agreement dated May 12, 2022 (Exhibit 10.3 to the ~~Securities and Exchange Commission on June 19, 2013)~~May 12, 2022 Form 8-K)

10.3

Agreements relating to the separation of A. H. Belo from its former parent company:

(1)

Pension Plan Transfer Agreement by and between Belo Corp. and A. H. Belo Corporation dated as of October 6, 2010 (Exhibit 10.1 to the Company’s current Report on Form 8-K filed with the Securities and Exchange Commission on October 8, 2010 (Securities and Exchange Commission File No. 001-33741))

(2)

Agreement among the Company, Belo Corp., and The Pension Benefit Guaranty Corporation, effective March 9, 2011 (Exhibit 10.3(6) to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 11, 2011 (Securities and Exchange Commission File No. 001-33741))

31.1

Certification of ~~Chief~~Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

Certification of ~~principal financial officer~~Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certifications of ~~Chief~~Principal Executive Officer and ~~principal financial officer~~Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

‎

DallasNews Corporation Second Quarter 2022 on Form 10-Q 26

Table of Contents

Exhibit Number	Description
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
101.SCH		**	Inline XBRL Taxonomy Extension Schema Document
101.CAL		**	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		**	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		**	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		**	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		**	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

‎

DallasNews Corporation Second Quarter ~~2021~~2022 on Form 10-Q 3027

Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

~~7/26/2021~~


	DALLASNEWS CORPORATION

	By:	/s/	Katy Murray
			Katy Murray
			~~Executive Vice President/~~President and Chief Financial Officer
			(Principal Financial Officer)

	Dated:	July ~~26, 2021~~29, 2022

‎

DallasNews Corporation Second Quarter ~~2021~~2022 on Form 10-Q 3128

Table of Contents

EXHIBIT INDEX



Exhibit Number		Description
31.1		Certification of ~~Chief~~Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of ~~Chief~~Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32		Certifications of ~~Chief~~Principal Executive Officer and ~~Chief~~Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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
101.SCH	**	Inline XBRL Taxonomy Extension Schema Document
101.CAL	**	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	**	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	**	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	**	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	**	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

In accordance with Regulation S-T, the XBRL-related information marked with a double asterisk (**) in Exhibit No. 101 to this Quarterly Report on Form 10-Q is deemed filed.

DallasNews Corporation Second Quarter ~~2021~~2022 on Form 10-Q 3229