Dallasnews (DALN) investor relations material

Executive summary

• Entered into a definitive merger agreement with Hearst, offering $15.00 per share in cash, a 242% premium over the July 9, 2025, closing price; expected to close in Q3 or early Q4 2025, pending shareholder approval and other conditions.

• Reported a net loss of $33.5 million for Q2 2025, driven by a $35.3 million non-cash pension settlement charge from pension annuitization.

• Operating income for Q2 2025 was $1.3 million, up from $0.6 million in Q2 2024; adjusted operating income rose 36.7% year-over-year to $1.6 million.

• Received and rejected an unsolicited $16.50 per share acquisition proposal from MNG Enterprises, Inc. (Alden Global Capital).

• Adopted a Rights Agreement to protect against hostile takeovers during the merger process.

Financial highlights

• Net operating revenue for Q2 2025 was $29.8 million, down 7.2% year-over-year; six-month revenue was $58.9 million, down 6.8%.

• Advertising and marketing services revenue fell 3.8% to $12.3 million, mainly due to a 4.6% drop in print advertising.

• Circulation revenue decreased 5.7% to $15.3 million, with print circulation down 5.9%.

• Cash and cash equivalents increased to $33.7 million as of June 30, 2025, from $9.6 million at year-end 2024, with no debt.

• Basic and diluted EPS for Q2 2025 was $(6.26), compared to $0.27 in Q2 2024.

Outlook and guidance

• Merger with Hearst expected to close in Q3 or early Q4 2025, pending shareholder approval and customary conditions.

• Management expects sufficient cash and expense reduction measures to offset future revenue declines.

• No material impact anticipated from recent tax legislation on 2025 effective tax rate.