daln-20250331x10q

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: March 31, 2025

¨ 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) 977-8869
(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.
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 April 28, 2025: 5,352,490 shares (consisting of 4,739,014 shares of Series A Common Stock and 613,476 shares of Series B Common Stock).

PART I

Item 1. Financial Information

DallasNews Corporation and Subsidiaries

Consolidated Statements of Operations



	Three Months Ended March 31,
In thousands, except share and per share amounts (unaudited)	2025		2024
Net Operating Revenue:
Advertising and marketing services	$	10,813	$	11,646
Circulation		15,447		16,300
Printing, distribution and other		2,865		3,156
Total net operating revenue		29,125		31,102
Operating Costs and Expense:
Employee compensation and benefits		14,847		16,117
Other production, distribution and operating costs		14,671		15,059
Newsprint, ink and other supplies		1,271		1,284
Depreciation		334		398
Gain on sale/disposal of assets, net		(36,206)		—
Total operating costs and expense		(5,083)		32,858
Operating income (loss)		34,208		(1,756)
Other income, net		65		611
Income (Loss) Before Income Taxes		34,273		(1,145)
Income tax provision		5,988		218
Net Income (Loss)	$	28,285	$	(1,363)

Per Share Basis
Net income (loss)
Basic	$	5.28	$	(0.25)
Diluted	$	5.28	$	(0.25)
Number of common shares used in the per share calculation:
Basic		5,352,490		5,352,490
Diluted		5,352,490		5,352,490

See the accompanying Notes to the Consolidated Financial Statements.

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DallasNews Corporation and Subsidiaries

Consolidated Statements of Comprehensive Income (Loss)



	Three Months Ended March 31,
In thousands (unaudited)	2025		2024
Net Income (Loss)	$	28,285	$	(1,363)
Other Comprehensive Income (Loss), Net of Tax:
Amortization of actuarial losses		220		102
Total other comprehensive income, net of tax		220		102
Total Comprehensive Income (Loss)	$	28,505	$	(1,261)

See the accompanying Notes to the Consolidated Financial Statements.

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DallasNews Corporation and Subsidiaries

Consolidated Balance Sheets



	March 31,		December 31,
In thousands, except share amounts (unaudited)	2025		2024
Assets
Current assets:
Cash and cash equivalents	$	44,170	$	9,594
Accounts receivable (net of allowance of $166 and $156 at March 31, 2025 ‎and December 31, 2024, respectively)		8,818		10,662
Inventories		991		1,231
Prepaids and other current assets		4,830		2,856
Total current assets		58,809		24,343
Property, plant and equipment, at cost		41,043		301,417
Less accumulated depreciation		(31,001)		(288,784)
Property, plant and equipment, net		10,042		12,633
Operating lease right-of-use assets		16,736		17,434
Deferred income taxes, net		609		5,609
Other assets		1,821		1,824
Total assets	$	88,017	$	61,843
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	4,019	$	4,808
Accrued compensation and benefits		4,862		4,234
Other accrued expense		5,522		7,264
Contract liabilities		9,199		8,689
Total current liabilities		23,602		24,995
Long-term pension liabilities		11,555		11,764
Long-term operating lease liabilities		16,662		17,379
Other post-employment benefits		867		880
Other liabilities		13		12
Total liabilities		52,699		55,030
Commitments and contingencies (Note 10)
Shareholders’ equity:
Preferred stock, $0.01 par value; Authorized 2,000,000 shares; none issued		—		—
Common stock, $0.01 par value; Authorized 31,250,000 shares
Series A: issued 5,217,477 and 5,217,467 at March 31, 2025 and December 31, 2024, respectively		52		52
Series B: issued 613,478 and 613,488 at March 31, 2025 and December 31, 2024, respectively		6		6
Treasury stock, Series A, at cost; 478,465 shares held at March 31, 2025 and December 31, 2024		(13,443)		(13,443)
Additional paid-in capital		494,563		494,563
Accumulated other comprehensive loss		(36,303)		(36,523)
Accumulated deficit		(409,557)		(437,842)
Total shareholders’ equity		35,318		6,813
Total liabilities and shareholders’ equity	$	88,017	$	61,843

See the accompanying Notes to the Consolidated Financial Statements.

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DallasNews Corporation and Subsidiaries

Consolidated Statements of Shareholders’ Equity



	Three Months Ended March 31, 2025 and 2024
	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
Balance at December 31, 2023	5,216,317	614,638	$	58	$	494,563	(478,465)	$	(13,443)	$	(40,247)	$	(437,973)	$	2,958
Net loss	—	—		—		—	—		—		—		(1,363)		(1,363)
Other comprehensive income	—	—		—		—	—		—		102		—		102
Balance at March 31, 2024	5,216,317	614,638	$	58	$	494,563	(478,465)	$	(13,443)	$	(40,145)	$	(439,336)	$	1,697
Balance at December 31, 2024	5,217,467	613,488	$	58	$	494,563	(478,465)	$	(13,443)	$	(36,523)	$	(437,842)	$	6,813
Net income	—	—		—		—	—		—		—		28,285		28,285
Other comprehensive income	—	—		—		—	—		—		220		—		220
Conversion of Series B to Series A	10	(10)		—		—	—		—		—		—		—
Balance at March 31, 2025	5,217,477	613,478	$	58	$	494,563	(478,465)	$	(13,443)	$	(36,303)	$	(409,557)	$	35,318

See the accompanying Notes to the Consolidated Financial Statements.

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DallasNews Corporation and Subsidiaries

Consolidated Statements of Cash Flows



	Three Months Ended March 31,
In thousands (unaudited)	2025		2024
Operating Activities
Net income (loss)	$	28,285	$	(1,363)
Adjustments to reconcile net income (loss) to net cash used for operating activities:
Depreciation		334		398
Net periodic pension and other post-employment expense (benefit)		22		(474)
Provision for credit losses		10		74
Deferred income taxes		5,000		11
Gain on short-term investments		—		(111)
Gain on sale/disposal of assets, net		(36,206)		—
Changes in working capital and other operating assets and liabilities:
Accounts receivable		1,834		1,267
Inventories, prepaids and other current assets		(1,734)		(1,976)
Other assets		3		5
Accounts payable		(789)		(303)
Compensation and benefit obligations		628		564
Other accrued expenses		(1,411)		(2,366)
Contract liabilities		510		1,082
Other post-employment benefits		(24)		(16)
Net cash used for operating activities		(3,538)		(3,208)
Investing Activities
Purchases of assets		(2,453)		(101)
Sales of assets		40,651		—
Purchases of short-term investments		—		(9,909)
Maturities/disposals of short-term investments		—		10,323
Other investment related activities		(84)		—
Net cash provided by investing activities		38,114		313
Financing Activities
Dividends paid		—		(856)
Net cash used for financing activities		—		(856)
Net increase (decrease) in cash and cash equivalents		34,576		(3,751)
Cash and cash equivalents, beginning of period		9,594		11,697
Cash and cash equivalents, end of period	$	44,170	$	7,946

Supplemental Disclosures
Income tax paid, net (refund)	$	(55)	$	5

See the accompanying Notes to the Consolidated Financial Statements.

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 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 Nasdaq Stock Market LLC (Nasdaq trading symbol: DALN). DallasNews is the Dallas-based holding company of The Dallas Morning News and Medium Giant.

The Company operates The Dallas Morning News (“TDMN”) (dallasnews.com), Texas’ leading newspaper and winner of nine Pulitzer Prizes. These operations generate revenue from sales of advertising within the Company’s newspaper and digital platforms, subscriptions and retail sales of its newspaper, commercial printing and distribution services primarily related to national newspapers.

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

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, 2024. All dollar amounts presented herein, except share and per share amounts, are in thousands, unless the context indicates otherwise.

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.

Areas where estimates are used include valuation allowances for credit losses and deferred tax assets, 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. Estimates are based on past experience and other considerations reasonable under the circumstances. Actual results may differ from these estimates.

Employees. As of March 31, 2025, the Company had 461 employees, a headcount decrease of 70 or 13.2 percent when compared to March 31, 2024, primarily resulting from the transition to a smaller, more efficient printing facility that requires fewer employees. In the three months ended March 31, 2025, the Company paid $1,991 of severance related to its transition to a more efficient printing facility, that was included in other accrued expense in the Consolidated Balance Sheet as of December 31, 2024.

Segment Presentation. In the second quarter of 2024, based on changes made in the reporting package used by the Company’s Chief Operating Decision Maker (“CODM”) for purposes of allocating resources and assessing performance, the Company determined it has two reportable segments. The two reportable segments are TDMN and Agency. The Company also has a Corporate and Other category that includes certain unallocated general corporate expenses, as well as costs that are not associated with the ongoing operations of the segments. See Note 11 - Segment Reporting for additional information.

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 December 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-09 – Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This update requires an entity to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. Additionally, the guidance requires an entity to disclose annual income taxes paid (net of refunds received) disaggregated by federal (national), state and foreign taxes and disaggregate the information by jurisdiction based on a quantitative threshold. The guidance also requires an entity to disclose income tax expense (benefit) disaggregated by federal (national), state and foreign. The guidance is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The amendments should be applied on a prospective basis although retrospective application is permitted. The Company is currently evaluating the impact of the adoption on its financial statement disclosures.

In November 2024, the FASB issued ASU 2024-03 – Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This update requires an entity to disclose additional information, generally not presented, about specific expense categories in the notes to the financial statements at interim and annual reporting periods. In January 2025, the FASB issued ASU 2025-01 – Clarifying the Effective Date. This update clarifies that the effective date for all public business entities is for annual periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The amendments should be applied either on a prospective basis for financial statements issued for reporting periods after the effective date of this update or retrospectively to any or all prior periods presented in the financial statements. The Company is currently evaluating the impact of the adoption on its financial statement disclosures.

Note 2: Revenue

Revenue Recognition

Revenue is recognized when obligations under the terms of a contract with the Company’s customer are satisfied. This occurs when control of the promised goods or services is transferred to its 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.

The table below sets forth revenue disaggregated by reportable segment and revenue source. Prior period was recast as a result of the Company’s change in segment reporting; see Note 11 – Segment Reporting for additional information.



	Three Months Ended March 31,
	2025		2024 ‎(Recast)
TDMN
Print advertising	$	4,949	$	5,639
Digital advertising		1,891		1,958
Agency
Marketing and media services		3,973		4,049
Advertising and Marketing Services	$	10,813	$	11,646

TDMN
Print circulation	$	11,047	$	11,756
Digital circulation		4,400		4,544
Circulation	$	15,447	$	16,300

TDMN
Printing, Distribution and Other	$	2,865	$	3,156

Total Revenue	$	29,125	$	31,102

Advertising and Marketing Services

Advertising and marketing services revenue is recognized when an ad or service is complete and delivered based on the contract price. Payment is typically received within 30 to 60 days after the customer is billed. Longer-term contracts often include multiple performance obligations, digital and other forms of advertising, and a single performance obligation containing a bundle of services that are not distinct but provided to maximize a customer’s marketing plan. When the Company has a longer-term contract, revenue is recognized over time as the ads or services are delivered. For contracts with over-time revenue recognition the company is providing a series of services and recognizes revenue by 1) using a time-based method of measuring progress of delivery over time, or 2) as each distinct performance obligation (typically ads or impressions) are delivered on a monthly basis. 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.

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Contract Liabilities

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 months ended March 31, 2025, the Company recognized $6,365 of revenue that was included in the contract liabilities balance as of December 31, 2024. 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: Accounts Receivable, Net

Accounts Receivable, Net. Accounts receivable are reported net of the allowance for credit losses calculated based on customer category. For example, trade receivables for advertising customers are evaluated separately from trade receivables from single copy sales. For all trade receivables, the reserve percentage considers the Company’s historical loss experience and is applied to each customer category based on aging. In addition, each category has specific reserves for at risk accounts that vary based on the nature of the underlying trade receivables. The calculation of the allowance considers current economic, industry and customer-specific conditions such as high-risk accounts, bankruptcies and other aging specific reserves. The collectability of the Company’s trade receivables depends on a variety of factors, including trends in local, regional or national economic conditions that affect its customers’ ability to pay. 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.

The table below sets forth changes in the allowance for credit losses.



	Three Months Ended March 31,
	2025		2024
Beginning balance	$	156	$	207
Current period provision		10		74
Write-offs and reclassifications		(15)		(93)
Recoveries of amounts previously written-off		15		30
Ending balance	$	166	$	218

The Company recognized a provision for credit losses of $10 and $74 for the three months ended March 31, 2025 and 2024, respectively, which is included in other production, distribution and operating costs in the Consolidated Statements of Operations. The reduction in required reserves was primarily due to fewer high risk customers with an outstanding balance in the three months ended March 31, 2025, compared to the corresponding prior year period.

Note 4: Leases

Lease Accounting

The Company has various operating leases primarily for office space, printing facilities, as discussed below, 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 9 years. The Company determines if a contract is a lease at the inception of the arrangement.

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The table below sets forth the remaining maturities of the Company’s lease liabilities as of March 31, 2025.



Years Ending December 31,	Operating Leases
2025	$	2,905
2026		3,545
2027		3,226
2028		3,235
2029		2,926
Thereafter		9,600
Total lease payments		25,437
Less: imputed interest		6,190
Total lease liabilities	$	19,247

Note 5: Income Taxes

The Company calculated the income tax provision for the 2025 and 2024 interim periods using an estimated annual effective tax rate based on its expected annual income (loss) before income taxes, adjusted for permanent differences, which it applied to the year-to-date income (loss) before income taxes and specific events that are discretely recognized as they occur.

The Company recognized an income tax provision of $5,988 in the three months ended March 31, 2025, due to income generated from the sale of the Company’s Plano printing facility (see Note 9) and effect of the Texas franchise tax. The Company expects to utilize its net operating loss carryforwards to offset almost all federal taxable income. In the three months ended March 31, 2025, the Company recorded a decrease of $5,000 in deferred tax assets related to the utilization of federal net operating loss carryforwards.

The income tax provision of $218 recorded in the three months ended March 31, 2024, was due to the effect of the Texas franchise tax.

Effective income tax rates were 17.5 percent and (19.0) percent for the three months ended March 31, 2025 and 2024, respectively.

Note 6: Pension and Other Retirement Plans

Defined Benefit Plans. The Company sponsors the DallasNews Pension Plans (the “Pension Plans”), which provide benefits to approximately 1,300 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. No additional benefits are accruing under the DallasNews Pension Plans, as future benefits were frozen.

No contributions are required to the DallasNews Pension Plans in 2025 under the applicable tax and labor laws governing pension plan funding; however, as previously announced, the Company planned to use a portion of the proceeds from the sale of its Plano printing facility to make a voluntary cash contribution to fully fund the Company’s liabilities under the DallasNews Pension Plans, and to purchase an irrevocable group annuity contract from an insurance company to settle the Company’s defined benefit obligations to participants in the DallasNews Pension Plans. See Note 12 – Subsequent Events for additional information regarding the recent annuity contract purchase.

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Net Periodic Pension 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 benefit.

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



	Three Months Ended March 31,
	2025		2024
Interest cost	$	1,921	$	1,882
Expected return on plans' assets		(2,130)		(2,468)
Amortization of actuarial loss		229		109
Net periodic pension expense (benefit)	$	20	$	(477)

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 $160 and $169 for the three months ended March 31, 2025 and 2024, respectively.

Note 7: Shareholders’ Equity

Dividends. As previously announced in May 2024, the Company’s board of directors authorized suspending the declaration and payment of dividends until further notice.

Treasury Stock. In the third quarter of 2024, the Company’s board of directors approved the termination of its previously authorized repurchase authority.

Outstanding Shares. The Company had Series A and Series B common stock outstanding of 4,739,012 and 613,478, respectively, net of treasury shares at March 31, 2025. At December 31, 2024, the Company had Series A and Series B common stock outstanding of 4,739,002 and 613,488, 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 table below sets forth the changes in accumulated other comprehensive loss, net of tax, as presented in the Company’s consolidated financial statements.



	Three Months Ended March 31,
	2025						2024
	Total		Defined ‎benefit pension ‎plans		Other post- ‎ employment ‎benefit plans		Total		Defined ‎benefit pension ‎plans		Other post- ‎ employment ‎benefit plans
Balance, beginning of period	$	(36,523)	$	(36,899)	$	376	$	(40,247)	$	(40,578)	$	331
Amortization		220		229		(9)		102		109		(7)
Balance, end of period	$	(36,303)	$	(36,670)	$	367	$	(40,145)	$	(40,469)	$	324

Note 8: Earnings Per Share

The table below sets forth the net income (loss) available to common shareholders and weighted average shares used for calculating 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 March 31,
	2025		2024
Earnings (Numerator)
Net income (loss) available to common shareholders	$	28,285	$	(1,363)

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

Earnings Per Share
Basic	$	5.28	$	(0.25)
Diluted	$	5.28	$	(0.25)

(1)There were no options or RSUs outstanding as of March 31, 2025 and 2024, 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: Long-Lived Assets

In December 2024, the Company entered into a Purchase and Sale Agreement (the “Sale Agreement”) with 2201 Luna Road, LLC, a Texas limited liability company (as succeeded by Plano Estates, LLC, a Texas limited liability company, the “Purchaser”), to sell the Company’s Plano, Texas printing facility, including the surrounding land and most of the production assets (collectively, the “North Plant Property”) for $43,500. Subsequent to entering into the Sale Agreement, the Company and the Purchaser entered into four amendments to the Sale Agreement relating to the extension of the inspection period and the closing date and environmental remediation (see Note 12). The Sale Agreement was entered into in connection with the Company’s announcement in May 2024, that it would be streamlining its print operations to a smaller, leased facility (see Note 4 – Leases) that requires fewer employees. This transition will allow the Company to keep its operations in North Texas and continue to produce a seven-day print edition for the foreseeable future.

On March 11, 2025, the Company completed the sale of the North Plant Property and received net cash proceeds of $40,651 in connection with the Sale Agreement, generating a net gain of $36,206. Following the sale, the Company is leasing the North Plant Property until the new print facility is fully operational in May 2025. The Company made capital investments of $2,051 in the three months ended March 31, 2025, related to the new print facility and more efficient equipment. Total capital investments are $8,455 for the new facility and are included in property, plant and equipment, net in the March 31, 2025 Consolidated Balance Sheet. In the first quarter of 2025, the Company disposed of the North Plant Property assets that are no longer in use that were included in property, plant and equipment, net in the December 31, 2024 Consolidated Balance Sheet.

Note 10: 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 currently existing claims against the Company would not have a material adverse effect on DallasNews’ results of operations, liquidity or financial condition.

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The table below sets forth revenue and significant expenses that are included in segment profit (loss) and regularly provided to the Company’s CODM. Due to the adoption of ASU 2023-07, the Company updated its presentation to reflect segment profitability as segment profit (loss).



	Three Months Ended March 31,
	2025		2024
TDMN
Net operating revenue (1)	$	25,152	$	27,053

Employee compensation and benefits		10,006		10,593
Other production, distribution and operating costs		10,239		10,132
Newsprint, ink and other supplies		1,143		1,079
Operating costs and expense		21,388		21,804
TDMN Segment Profit	$	3,764	$	5,249

Agency
Net operating revenue (1)	$	3,973	$	4,049

Employee compensation and benefits		1,876		2,426
Other production, distribution and operating costs		1,729		1,819
Newsprint, ink and other supplies		128		205
Operating costs and expense		3,733		4,450
Agency Segment Profit (Loss)	$	240	$	(401)

Total Segment Profit	$	4,004	$	4,848
Reconciling items:
Corporate and Other (2)		30,204		(6,604)
Operating Income (Loss) (2)	$	34,208	$	(1,756)
Other income, net		65		611
Income (Loss) Before Income Taxes (2)	$	34,273	$	(1,145)

(1)See Note 2 – Revenue for disaggregated revenue by reportable segment and revenue source.

(2)Three months ended March 31, 2025, includes a net gain of $36,206 from the North Plant Property sale.

Note 12: Subsequent Events

On April 10, 2025, the Company entered into an acceptance of offer agreement with First Allmerica Financial Life Insurance Company (the “Insurer”), under which the Pension Plans purchased a nonparticipating single premium group annuity contract that will transfer to the Insurer all of the Pension Plans’ defined benefit pension obligations.

The purchase of the group annuity contract closed on April 17, 2025. The contract covers approximately 1,300 participants and beneficiaries (the “Transferred Participants”). Under the group annuity contract, the Insurer has made an irrevocable commitment, and will be solely responsible, to pay the pension benefits of each Transferred Participant that are due on and after July 1, 2025. The transaction will not result in any changes to the amount of benefits payable to the Transferred Participants.

The purchase of the group annuity contract was funded by (i) approximately $132,000 of Pension Plans’ assets and (ii) a cash contribution of approximately $10,000 from the Company, which cash contribution was intended to fully fund the Company’s remaining defined benefit pension liabilities. The Company funded this contribution using proceeds from the sale of the North Plant Property. As a result of the purchase of the group annuity contract, the Company expects to recognize a one-time non-cash pre-tax pension settlement charge of approximately $33,000 to $37,000 in the second quarter of 2025. The actual charge will depend on finalization of the actuarial and other assumptions.

As previously disclosed, $600 of the proceeds from the North Plant Property sale (the “Escrow Funds”) was deposited with an escrow agent pending the completion of certain environmental testing of the North Plant Property. Following completion of such environmental testing and a determination that no remediation at the North Plant Property would be required, the full amount of the Escrow Funds was released to the Company on April 15, 2025.

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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 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 Nasdaq Stock Market LLC (Nasdaq trading symbol: DALN). DallasNews is the Dallas-based holding company of The Dallas Morning News and Medium Giant.

Reportable Segments

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

TDMN is comprised of the Company’s traditional print business that includes operating The Dallas Morning News. These operations generate revenue from subscriptions and retail sales of the Company’s newspaper, as well as commercial printing and distribution services primarily related to national newspapers. In addition, Medium Giant’s cross-functional sales team generates revenue from sales of display and classified advertising within The Dallas Morning News and on related digital platforms to local, regional or national businesses with local operations, affiliates or resellers.

Agency is comprised of the Company’s full-service agency, Medium Giant. These operations generate revenue from strategic and creative services, website management and content services, media services consisting of paid search, social and targeted digital advertising on third-party platforms (programmatic), as well as traditional media including direct mail, promotional products, out of market print inserts, and over-the-top advertising on streaming platforms. The revenue also includes subscriptions to the Company’s multi-channel marketing solutions cloud-based software and services.

The Company also has a Corporate and Other category that includes certain unallocated general corporate expenses, as well as costs that are not associated with the ongoing operations of the segments. As applicable, prior period information has been recast by segment to reflect current period presentation for comparative purposes. See Note 11 - Segment Reporting for additional information.

Business Trends

Several industry trends have been considered when assessing the Company’s business strategy:

Traditionally, the Company’s primary revenues are generated from advertising within its newspaper and related digital platforms, and from subscription and single copy sales of its printed newspaper. 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. The Company continually evaluates the overall performance of its core products to ensure existing assets are deployed adequately to maximize return.

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The Company’s advertising revenue from its newspaper 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 also adversely affects paid print circulation volumes and revenue.

In response to print revenue challenges, the Company built agency capabilities, including strategy, creative and media management with a focus on strategic and digital 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 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 programmatic digital advertising platforms that provide digital ad placement and targeting efficiencies and increases utilization of digital inventory within the Company’s platforms. Additionally, in order to optimize owned and 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.

Macroeconomic Environment

The Company and its business partners are subject to risks and uncertainties caused by factors beyond its control, including macroeconomic factors such as inflation and changes in trade policies. If inflation were to increase, for an extended period, certain operating costs could increase or advertiser spending could be impacted. Furthermore, although recently announced tariffs have not directly affected the Company’s operating results to date, the Company continues to closely monitor trade policies and tariff initiatives that could adversely impact its advertisers and clients.

Overview of Significant Transactions

On March 11, 2025, the Company completed the sale of its Plano, Texas printing facility, including the surrounding land and most of the production assets (collectively, the “North Plant Property”), and received net cash proceeds of $40,651, generating a net gain of $36,206. Following the sale, the Company is leasing the North Plant Property until the new print facility is fully operational in May 2025. In the first quarter of 2025, the Company made capital investments of $2,051 and paid $1,991 of severance related to its transition to a smaller printing facility with more efficient equipment.

The Company used a portion of the proceeds from the sale of the North Plant Property to make a voluntary cash contribution to fully fund the Company’s liabilities under the DallasNews Pension Plans, and purchased an irrevocable group annuity contract from an insurance company to settle the Company’s defined benefit obligations to participants in the DallasNews Pension Plans. See Note 12 – Subsequent Events for additional information. With respect to the remaining proceeds from the sale of the North Plant Property, the Company continues to review its capital allocation strategy to determine the best approach to returning capital to shareholders while also investing in its business to deliver sustainable revenue.

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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 months ended March 31, 2025 and 2024.

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



	Three Months Ended March 31,
		2025	Percentage ‎Change		2024
Advertising and marketing services	$	10,813	(7.2)	%	$	11,646
Circulation		15,447	(5.2)	%		16,300
Printing, distribution and other		2,865	(9.2)	%		3,156
Total Net Operating Revenue	$	29,125	(6.4)	%	$	31,102

Employee compensation and benefits		14,847	(7.9)	%		16,117
Other production, distribution and operating costs		14,671	(2.6)	%		15,059
Newsprint, ink and other supplies		1,271	(1.0)	%		1,284
Depreciation		334	(16.1)	%		398
Gain on sale/disposal of assets, net		(36,206)	N/A			—
Total Operating Costs and Expense	$	(5,083)	(115.5)	%	$	32,858

Operating Income (Loss)	$	34,208	N/M		$	(1,756)

N/M – not meaningful

Revenues

Advertising and marketing services

Advertising and marketing services revenue, including print, digital, and marketing and media services revenues, was 37.1 percent and 37.4 percent of total revenue for the three months ended March 31, 2025 and 2024, respectively.

Print advertising – TDMN segment revenue that is primarily comprised of display and classified advertising space within the Company’s newspaper. Display revenue results from sales of advertising space within the Company’s newspaper to local, regional or national businesses with local operations, affiliates or resellers. Classified revenue, which includes automotive, real estate, employment, obituaries, immigration, and other, results from sales of advertising space in the classified and other sections of the Company’s newspaper.

Digital advertising – TDMN segment revenue that is generated by digital sales of banner, classified and native advertisements on the Company’s news websites, social media platforms and mobile apps. Prior to the segment reporting change, digital advertising, and marketing and media services revenues were reported in aggregate. Prior period was recast in the revenue table below.

Marketing and media services – Agency segment revenue that is primarily comprised of strategic and creative services, website management and content services, media services consisting of paid search, social and targeted digital advertising on third-party platforms (programmatic), as well as traditional media including direct mail, promotional products, out of market print inserts, and over-the-top advertising on streaming platforms. The revenue also includes subscriptions to the Company’s multi-channel marketing solutions cloud-based software and services.

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Circulation

Circulation revenue, all included in the TDMN segment, was 53.0 percent and 52.4 percent of total revenue for the three months ended March 31, 2025 and 2024, respectively. Print circulation is generated primarily by selling home delivery subscriptions, including premium publications, and from single copy sales to non-subscribers. Digital circulation is generated by digital-only subscriptions.

Printing, distribution and other

Printing, distribution and other revenue was 9.8 percent and 10.2 percent of total revenue for the three months ended March 31, 2025 and 2024, respectively. TDMN segment revenue that is primarily generated from printing and distribution of other newspapers, mailed advertisements for business customers, and sublease income. In the third quarter of 2024, the Company’s partner for its program to distribute mailed advertisements for business customers, located in Tempe, Arizona, gave their six-month termination notice. The program generates approximately $350,000 a month in revenue, although recently this program is experiencing revenue declines, consistent with the overall industry trend of declining mailed advertisements. The Company does not expect a significant financial impact from the termination of this agreement in April 2025.

Operating Expenses

Employee compensation and benefits – Includes labor and employee benefits costs, as well as severance expense that is not allocated to the two segments since management believes this expense is not associated with the ongoing operations of the segments.

Other production, distribution and operating costs – Includes distribution, outside services, lease cost, utilities, building and computer equipment maintenance, as well as other miscellaneous expenses such as travel and entertainment, and advertising and promotion expenses.

Newsprint, ink and other supplies – Includes expenses for all printing supplies used for the TDMN segment, which includes operating The Dallas Morning News, as well as commercial printing primarily related to national newspapers. The Agency segment incurs costs associated with printing out of market inserts for marketing and media services clients.

Depreciation – This is not allocated to the two segments since management believes this expense is not indicative of each segment’s core operations.

(Gain) loss on sale/disposal of assets, net – This is not allocated to the two segments since management believes this expense is not associated with the ongoing operations of the segments.

Other Non-Operating Components

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



	Three Months Ended March 31,
	2025		Percentage ‎Change		2024
Other income, net	$	65	(89.4)	%	$	611

Income tax provision	$	5,988	N/M		$	218

N/M – not meaningful

Other income, net – Other income, net primarily includes net periodic pension and other post-employment expense (benefit), interest income (expense) and gain (loss) from investments.

Net periodic pension and other post-employment expense (benefit) was $22 and $(474) for the three months ended March 31, 2025 and 2024, respectively.

In the three months ended March 31, 2024, the Company recorded $111 of interest income from the Company’s investments in Certificates of Deposits that were terminated or matured in 2024.

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Income tax provision – The Company recognized an income tax provision of $5,988 in the three months ended March 31, 2025, due to income generated from the sale of the Company’s Plano printing facility (see Note 9) and effect of the Texas franchise tax. The Company expects to utilize its net operating loss carryforwards to offset almost all federal taxable income. In the three months ended March 31, 2025, the Company recorded a decrease of $5,000 in deferred tax assets related to the utilization of federal net operating loss carryforwards.

The income tax provision of $218 recorded in the three months ended March 31, 2024, was due to the effect of the Texas franchise tax.

Effective income tax rates were 17.5 percent and (19.0) percent for the three months ended March 31, 2025 and 2024, 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 currently existing claims against the Company would not have a material adverse effect on DallasNews’ results of operations, liquidity or financial condition.

Results of Operations by Reportable Segment (unaudited)

Advertising and marketing services revenue

The table below sets forth advertising and marketing services revenue by reportable segment. Prior period was recast as a result of the Company’s change in segment reporting.



	Three Months Ended March 31,
		2025	Percentage ‎Change		2024 ‎(Recast)
TDMN
Print advertising	$	4,949	(12.2)	%	$	5,639
Digital advertising		1,891	(3.4)	%		1,958
Agency
Marketing and media services		3,973	(1.9)	%		4,049
Advertising and Marketing Services	$	10,813	(7.2)	%	$	11,646

TDMN

Print advertising revenue decreased $690 in the three months ended March 31, 2025, primarily due to a decline in classified advertisements in The Dallas Morning News.

Digital advertising revenue decreased slightly in the three months ended March 31, 2025, primarily due to a decline in digital advertisements on dallasnews.com, offset by an increase in advertisements in The Dallas Morning News’ digital replica known as the ePaper.

Agency

Marketing and media services revenue decreased slightly in the three months ended March 31, 2025, primarily resulting from a decline in traditional media services including promotional products and out of market print inserts.

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Circulation revenue

The table below sets forth circulation revenue all included in the TDMN segment.



	Three Months Ended March 31,
		2025	Percentage ‎Change		2024
TDMN
Print circulation	$	11,047	(6.0)	%	$	11,756
Digital circulation		4,400	(3.2)	%		4,544
Circulation	$	15,447	(5.2)	%	$	16,300

Print circulation revenue decreased $709 in the three months ended March 31, 2025, primarily driven by a decline in print subscriptions of 6,479 or 9.6 percent when compared to March 31, 2024, partially offset by rates increasing approximately 4.1 percent.

Digital circulation revenue decreased $144 in the three months ended March 31, 2025. In the third quarter of 2024, the Company modified its digital subscription strategy to be more volume-centric by extending the introductory pricing period and adjusting the ongoing price, resulting in a digital-only subscriptions increase of 694 or 1.1 percent as of March 31, 2025, when compared to December 31, 2024.

Printing, distribution and other revenue

The table below sets forth printing, distribution and other revenue all included in the TDMN segment.



	Three Months Ended March 31,
		2025	Percentage ‎Change		2024
TDMN
Printing, Distribution and Other	$	2,865	(9.2)	%	$	3,156

Printing, distribution and other revenue decreased $291 in the three months ended March 31, 2025, primarily due to a canceled commercial printing partnership and a reduction in mailed advertisements for business customers.

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Operating Costs and Expense

The table below sets forth the components of the Company’s operating costs and expense by reportable segment, and Corporate and Other category.



	Three Months Ended March 31,
	2025		Percentage ‎Change		2024
TDMN
Employee compensation and benefits	$	10,006	(5.5)	%	$	10,593
Other production, distribution and operating costs		10,239	1.1	%		10,132
Newsprint, ink and other supplies		1,143	5.9	%		1,079
Agency
Employee compensation and benefits		1,876	(22.7)	%		2,426
Other production, distribution and operating costs		1,729	(4.9)	%		1,819
Newsprint, ink and other supplies		128	(37.6)			205
Corporate and Other
Employee compensation and benefits		2,965	(4.3)	%		3,098
Other production, distribution and operating costs		2,703	(13.0)	%		3,108
Depreciation		334	(16.1)	%		398
Gain on sale/disposal of assets, net		(36,206)	N/A			—
Total Operating Costs and Expense	$	(5,083)	(115.5)	%	$	32,858

Employee compensation and benefits – TDMN expense decreased $587 in the three months ended March 31, 2025, due to headcount reductions related to the transition to a smaller printing facility. Agency expense declined $550 in the three months ended March 31, 2025, as a result of first quarter headcount reductions at Medium Giant. Corporate and Other includes severance expense of $467, offset by compensation savings from reduced headcount. Total Company employee headcount is 461, a decrease of 70 or 13.2 percent when compared to March 31, 2024, and 65 or 12.4 percent when compared to December 31, 2024.

Other production, distribution and operating costs – TDMN expense increased $107 in the three months ended March 31 2025, primarily due to higher distribution expense associated with a new distribution center generating additional commercial printing revenue, partially offset by lower circulation. Agency expense decreased $90 in the three months ended March 31 2025, due to reduced revenue-related outside services expense for traditional media services.

Newsprint, ink and other supplies – TDMN expense increased $64 in the three months ended March 31, 2025, due to higher newsprint consumption related to the transition to the new printing facility. Agency expense decreased $77 in the three months ended March 31, 2025, resulting from a reduction in printing out of market inserts. Newsprint consumption for the three months ended March 31, 2025 and 2024, approximated 1,425 and 1,190 metric tons, respectively, at an average cost per metric ton of $638 and $674, respectively.

Depreciation – Expense decreased in the three months ended March 31, 2025, primarily due to the disposition of assets with remaining useful life, but no longer in use after the North Plant Property sale. The new printing facility assets were put in service late in the first quarter and include the more efficient press that will depreciate over a useful life of 20 years.

Gain on sale/disposal of assets, net – In the three months ended March 31, 2025, the Company recorded a net gain of $36,206 from the North Plant Property sale.

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Segment Profit (Loss)

The primary measure of segment profitability utilized by the CODM is segment profit (loss). The CODM uses this measure to assess the operating results and performance of the Company’s segments, and perform plan-to-actual comparisons on a monthly and quarterly basis to budget and allocate resources to each segment. Segment profit (loss) excludes Corporate and Other, which reconciles our segment results to consolidated operating income (loss) and income (loss) before income taxes. Corporate and Other includes certain unallocated general corporate expenses, primarily indirect labor, benefits and long-term incentive compensation expenses of certain departments which provide support to both segments, as well as costs that are not associated with the ongoing operations of the segments, such as depreciation, severance expense, impairment charges, and one-time (gains) or losses associated with investments.



	Three Months Ended March 31,
	2025		2024
TDMN
Net operating revenue	$	25,152	$	27,053

Employee compensation and benefits		10,006		10,593
Other production, distribution and operating costs		10,239		10,132
Newsprint, ink and other supplies		1,143		1,079
Operating costs and expense		21,388		21,804
TDMN Segment Profit	$	3,764	$	5,249

Agency
Net operating revenue	$	3,973	$	4,049

Employee compensation and benefits		1,876		2,426
Other production, distribution and operating costs		1,729		1,819
Newsprint, ink and other supplies		128		205
Operating costs and expense		3,733		4,450
Agency Segment Profit (Loss)	$	240	$	(401)

Total Segment Profit	$	4,004	$	4,848
Reconciling items:
Corporate and Other (1)		30,204		(6,604)
Operating Income (Loss) (1)	$	34,208	$	(1,756)
Other income, net		65		611
Income (Loss) Before Income Taxes (1)	$	34,273	$	(1,145)

(1)Three months ended March 31, 2025, includes a net gain of $36,206 from the North Plant Property sale.

TDMN

TDMN segment profit decreased $1,485 in the three months ended March 31, 2025, primarily due to revenue declines in print advertising and print circulation of $690 and $709, respectively, partially offset by expense savings from headcount reductions related to the transition to a more efficient printing facility.

Agency

Agency segment profit (loss) improved $641 in the three months ended March 31, 2025, primarily due to strategic expense savings initiatives and continuing to focus on more relevant solutions for its clients.

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Liquidity and Capital Resources

The Company’s cash and cash equivalents as of March 31, 2025 and December 31, 2024, were $44,170 and $9,594, respectively.

The Company expects to have cash flow and expense reduction measures in place to help offset future revenue declines. The Company believes it has adequate cash to continue to fund operating activities and capital spending.

In December 2024, the Company announced it entered into an agreement (the “Sale Agreement”) with 2201 Luna Road, LLC, a Texas limited liability company (as succeeded by Plano Estates, LLC, a Texas limited liability company, the “Purchaser”) to sell its Plano, Texas printing facility, including the surrounding land and most of the production assets (collectively, the “North Plant Property”) for $43,500. Subsequent to entering into the Sale Agreement, the Company and the Purchaser entered into four amendments to the Sale Agreement relating to the extension of the inspection period and the closing date and environmental remediation (see Note 12). The Sale Agreement was entered into in connection with the Company’s announcement on May 14, 2024, that it would be streamlining its print operations to a smaller, leased facility (see Note 4 – Leases) that requires fewer employees.

On March 11, 2025, the Company completed the sale of the North Plant Property and received net cash proceeds of $40,651 in connection with the Sale Agreement, generating a net gain of $36,206. Following the sale, the Company is leasing the North Plant Property until the new print facility is fully operational in May 2025. In the three months ended March 31, 2025, the Company made capital investments of $2,051 and paid $1,991 of severance related to its transition to a smaller printing facility with more efficient equipment. This transition will allow the Company to keep its operations in North Texas and continue to produce a seven-day print edition for the foreseeable future. Once the transition is completed, the Company expects to benefit from annual expense savings of approximately $5,000.

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 three months ended March 31, 2025 and 2024, was $3,538 and $3,208, respectively. Cash flows used for operating activities increased by $330 during the three months ended March 31, 2025, when compared to the prior year period, primarily due to changes in working capital and other operating assets and liabilities. Cash flows used for operating activities included severance payments for headcount reductions in the first quarter of 2025, related to the transition to a smaller, more efficient print facility, and in the first quarter of 2024, for a voluntary severance offer.

Investing Cash Flows

Net cash provided by investing activities was $38,114 and $313 for the three months ended March 31, 2025 and 2024, respectively. In 2025, the Company sold the North Plant Property and received net cash proceeds of $40,651. In the first quarter of 2024, $10,000 in Certificates of Deposit (“CD’s”) matured and the Company reinvested $9,909 in CD’s. The Company received cash proceeds of $323 in 2024 from the return on the Company’s investments in CD’s. Cash flows provided by investing activities also included $2,453 of capital spending in 2025, primarily related to the new printing facility and equipment, and $101 of capital spending in 2024.

Financing Cash Flows

Net cash used for financing activities was $0 and $856 for the three months ended March 31, 2025 and 2024, respectively, all attributable to dividend payments.

Financing Arrangements

None.

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Contractual Obligations

The Company has contractual obligations for operating leases, primarily for office space, printing facilities and other distribution centers, some of which include escalating lease payments. See Note 4 – Leases for future lease payments by year.

No contributions are required to the DallasNews Pension Plans in 2025 under the applicable tax and labor laws governing pension plan funding; however, as previously announced, the Company used a portion of the proceeds from the sale of the North Plant Property to make a voluntary cash contribution to fully fund the Company’s liabilities under the DallasNews Pension Plans, and purchased an irrevocable group annuity contract from an insurance company to settle the Company’s defined benefit obligations to participants in the DallasNews Pension Plans.

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, 2024, filed on March 17, 2025, with the Securities and Exchange Commission (“SEC”).

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, 2024.

Forward-Looking Statements

Statements in this Quarterly Report on Form 10-Q concerning DallasNews Corporation’s transition of print operations, expected capital investments and expense savings related to the transition, use of the proceeds from the sale of its Plano, TX printing facility, expected pension settlement charges, the Company’s business outlook or future economic performance, revenues, expenses, cash balance, capital expenditures, investments, impairments, business initiatives, pension plan contributions and obligations, working capital, and other financial and non-financial items that are not historical facts are “forward-looking statements” as the term is defined under applicable federal securities laws. Words such as “anticipate,” “assume,” “believe,” “can,” “could,” “estimate,” “forecast,” “intend,” “expect,” “may,” “project,” “plan,” “seek,” “should,” “target,” “will,” “would” and their opposites and similar expressions are intended to identify forward-looking statements. Forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those set forth in forward-looking statements. Such risks, trends and uncertainties are, in most instances, beyond the Company’s control, and include changes in advertising demand and other economic conditions; consumers’ tastes; newsprint and distribution prices; program costs; the Company’s ability to successfully execute the Return to Growth Plan; the Company’s ability to maintain compliance with the continued listing requirements of The Nasdaq Capital Market; the success of the Company’s digital strategy; changes in economic policies and tariffs; labor relations; cybersecurity incidents; and technological obsolescence. Among other risks, there can be no guarantee that the Company’s board of directors will approve a quarterly dividend in the future or that the Company’s financial projections are accurate, as well as other risks described in the Company’s Annual Report on Form 10-K and in the Company’s other public disclosures and filings with the Securities and Exchange Commission. Forward-looking statements, which are as of the date of this filing, are not updated to reflect events or circumstances after the date of the statement.

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 Securities Exchange Act of 1934, as amended (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 March 31, 2025, management concluded that the Company’s disclosure controls and procedures were effective.

Changes in Internal Control Over Financial Reporting

There were no changes in the Company’s internal control over financial reporting that occurred during the first fiscal quarter ended March 31, 2025, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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		Page
PART I
Item 1.	Financial Information		PAGE 3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		PAGE 18
Item 4.	Controls and Procedures		PAGE 27

PART II
Item 1.	Legal Proceedings		PAGE 28
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		PAGE 28
Item 3.	Defaults Upon Senior Securities		PAGE 28
Item 4.	Mine Safety Disclosures		PAGE 28
Item 5.	Other Information		PAGE 28
Item 6.	Exhibits		PAGE 29
Signatures			PAGE 30



	Three Months Ended March 31,
	2025		2024
Lease Cost
Operating lease cost	$	1,069	$	847
Short-term lease cost		23		10
Variable lease cost		212		143
Sublease income		(97)		(83)
Total lease cost	$	1,207	$	917

Supplemental Cash Flow Information
Cash paid for operating leases included in operating activities	$	1,094	$	850




DALLASNEWS CORPORATION

By:	/s/	Catherine G. Collins
		Catherine G. Collins
		Chief Financial Officer
		(Principal Financial Officer)

Dated:	April 30, 2025



	Classification		March 31, 2025		December 31, 2024
Assets
Operating	Operating lease right-of-use assets	$	16,736	$	17,434

Liabilities
Operating
Current	Other accrued expense	$	2,585	$	2,724
Noncurrent	Long-term operating lease liabilities		16,662		17,379
Total lease liabilities		$	19,247	$	20,103

Lease Term and Discount Rate
Operating leases
Weighted average remaining lease term (years)			7.3		7.5
Weighted average discount rate (%)			7.6		7.6