DALN 10-Q Quarterly Report June 30, 2019

DALLASNEWS CORP

10-Ks and 10-Qs

10-Q	Quarter ended June 30, 2025
10-Q	Quarter ended March 31, 2025
10-K	Fiscal year ended Dec. 31, 2024
10-Q	Quarter ended Sept. 30, 2024
10-Q	Quarter ended June 30, 2024
10-Q	Quarter ended March 31, 2024
10-K	Fiscal year ended Dec. 31, 2023
10-Q	Quarter ended Sept. 30, 2023
10-Q	Quarter ended June 30, 2023
10-Q	Quarter ended March 31, 2023
10-K	Fiscal year ended Dec. 31, 2022
10-Q	Quarter ended Sept. 30, 2022
10-Q	Quarter ended June 30, 2022
10-Q	Quarter ended March 31, 2022
10-K	Fiscal year ended Dec. 31, 2021
10-Q	Quarter ended Sept. 30, 2021
10-Q	Quarter ended June 30, 2021
10-Q	Quarter ended March 31, 2021
10-K	Fiscal year ended Dec. 31, 2020
10-Q	Quarter ended Sept. 30, 2020
10-Q	Quarter ended June 30, 2020
10-Q	Quarter ended March 31, 2020
10-K	Fiscal year ended Dec. 31, 2019
10-Q	Quarter ended Sept. 30, 2019
10-Q	Quarter ended June 30, 2019
10-Q	Quarter ended March 31, 2019
10-K	Fiscal year ended Dec. 31, 2018
10-Q	Quarter ended Sept. 30, 2018
10-Q	Quarter ended June 30, 2018
10-Q	Quarter ended March 31, 2018
10-K	Fiscal year ended Dec. 31, 2017
10-Q	Quarter ended Sept. 30, 2017
10-Q	Quarter ended June 30, 2017
10-Q	Quarter ended March 31, 2017
10-K	Fiscal year ended Dec. 31, 2016
10-Q	Quarter ended Sept. 30, 2016
10-Q	Quarter ended June 30, 2016
10-Q	Quarter ended March 31, 2016
10-K	Fiscal year ended Dec. 31, 2015
10-Q	Quarter ended Sept. 30, 2015
10-Q	Quarter ended June 30, 2015
10-Q	Quarter ended March 31, 2015
10-K	Fiscal year ended Dec. 31, 2014
10-Q	Quarter ended Sept. 30, 2014
10-Q	Quarter ended June 30, 2014
10-Q	Quarter ended March 31, 2014
10-K	Fiscal year ended Dec. 31, 2013
10-Q	Quarter ended Sept. 30, 2013
10-Q	Quarter ended June 30, 2013
10-Q	Quarter ended March 31, 2013
10-K	Fiscal year ended Dec. 31, 2012
10-Q	Quarter ended Sept. 30, 2012
10-Q	Quarter ended June 30, 2012
10-Q	Quarter ended March 31, 2012
10-K	Fiscal year ended Dec. 31, 2011
10-Q	Quarter ended Sept. 30, 2011
10-Q	Quarter ended June 30, 2011
10-Q	Quarter ended March 31, 2011
10-K	Fiscal year ended Dec. 31, 2010
10-Q	Quarter ended Sept. 30, 2010
10-Q	Quarter ended June 30, 2010
10-Q	Quarter ended March 31, 2010
10-K	Fiscal year ended Dec. 31, 2009

PROXIES

DEF 14A	Filed on May 8, 2025
DEF 14A	Filed on March 26, 2025
DEF 14A	Filed on May 9, 2024
DEF 14A	Filed on March 27, 2024
DEF 14A	Filed on May 11, 2023
DEF 14A	Filed on March 29, 2023
DEF 14A	Filed on May 12, 2022
DEF 14A	Filed on March 28, 2022
DEF 14A	Filed on April 2, 2021
DEF 14A	Filed on May 7, 2020
DEF 14A	Filed on March 28, 2019
DEF 14A	Filed on April 23, 2018
DEF 14A	Filed on March 28, 2017
DEF 14A	Filed on March 29, 2016
DEF 14A	Filed on March 31, 2015
DEF 14A	Filed on April 1, 2014
DEF 14A	Filed on April 2, 2013
DEF 14A	Filed on April 4, 2012
DEF 14A	Filed on April 4, 2011
DEF 14A	Filed on April 30, 2010

10-Q 1 ahc-20190630x10q.htm 10-Q 20190630 Q2

Table of Contents

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

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

For the quarterly period ended: June 30, 2019

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

Commission file no. 1-33741

A. H. Belo 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) 977-8222
(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
Common Stock, $.01 par value	AHC	New York Stock Exchange

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 ☑ 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 ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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: ☐

Smaller reporting company: ☑

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 ☑

Shares of Common Stock outstanding at July 25, 2019: 21, 463 , 653 shares (consisting of 18,994,145 shares of Series A Common Stock and 2,469,508 shares of Series B Common Stock ) .

Table of Contents

A. H. BELO 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 18
Item 3.	Quantitative and Qualitative Disclosures about Market Risk		PAGE 25
Item 4.	Controls and Procedures		PAGE 25

PART II
Item 1.	Legal Proceedings		PAGE 26
Item 1A.	Risk Factors		PAGE 26
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		PAGE 26
Item 3.	Defaults Upon Senior Securities		PAGE 26
Item 4.	Mine Safety Disclosures		PAGE 26
Item 5.	Other Information		PAGE 26
Item 6.	Exhibits		PAGE 27
Signatures			PAGE 30
Exhibit Index			PAGE 31

A. H. Belo Corporation Second Quarter 2019 on Form 10-Q

Table of Contents

PA RT I

Ite m 1. Financial Information

A. H. Belo Corporation and Subsidiaries

Consolidated Statements of Operations



	Three Months Ended June 30,				Six Months Ended June 30,
In thousands, except share and per share amounts (unaudited)	2019		2018		2019		2018
Net Operating Revenue:
Advertising and marketing services	$	25,920	$	26,397	$	49,961	$	52,138
Circulation		17,013		17,921		34,286		35,668
Printing, distribution and other		4,802		6,851		10,077		12,816
Total net operating revenue		47,735		51,169		94,324		100,622
Operating Costs and Expense:
Employee compensation and benefits		19,828		21,529		40,952		46,201
Other production, distribution and operating costs		24,465		22,833		46,649		45,847
Newsprint, ink and other supplies		4,022		5,461		8,769		10,772
Depreciation		2,333		2,535		4,719		5,008
Amortization		200		200		400		400
Gain on sale of assets, net		(25,908)		—		(25,908)		—
Asset impairments		—		(22)		—		(22)
Total operating costs and expense		24,940		52,536		75,581		108,206
Operating income (loss)		22,795		(1,367)		18,743		(7,584)
Other income, net		1,161		891		2,058		1,779
Income (Loss) Before Income Taxes		23,956		(476)		20,801		(5,805)
Income tax provision (benefit)		7,095		58		6,952		(1,257)
Net Income (Loss)	$	16,861	$	(534)	$	13,849	$	(4,548)

Per Share Basis
Net income (loss)
Basic and diluted	$	0.78	$	(0.03)	$	0.64	$	(0.21)
Number of common shares used in the per share calculation:
Basic and diluted		21,525,971		21,738,545		21,578,014		21,756,678

See the accompanying Notes to the Consolidated Financial Statements.

A. H. Belo Corporation Second Quarter 2019 on Form 10-Q 3

Table of Contents

A. H. Belo Corporation and Subsidiaries

Consolidated Statements of Comprehensive Income (Loss)



	Three Months Ended June 30,				Six Months Ended June 30,
In thousands (unaudited)	2019		2018		2019		2018
Net Income (Loss)	$	16,861	$	(534)	$	13,849	$	(4,548)
Other Comprehensive Income (Loss), Net of Tax:
Amortization of actuarial losses		62		157		125		315
Total other comprehensive income, net of tax		62		157		125		315
Total Comprehensive Income (Loss)	$	16,923	$	(377)	$	13,974	$	(4,233)

See the accompanying Notes to the Consolidated Financial Statements.

A. H. Belo Corporation Second Quarter 2019 on Form 10-Q 4

Table of Contents

A. H. Belo Corporation and Subsidiaries

Consolidated Balance Sheets



	June 30,		December 31,
In thousands, except share amounts (unaudited)	2019		2018
Assets
Current assets:
Cash and cash equivalents	$	52,017	$	55,313
Accounts receivable (net of allowance of $834 and $581 at June 30, 2019 and December 31, 2018, respectively)		20,468		22,057
Inventories		3,454		3,912
Prepaids and other current assets		5,808		5,023
Assets held for sale		—		1,089
Total current assets		81,747		87,394
Property, plant and equipment, at cost		423,389		422,966
Less accumulated depreciation		(401,393)		(396,705)
Property, plant and equipment, net		21,996		26,261
Operating lease right-of-use assets		22,222		—
Intangible assets, net		3,384		3,274
Goodwill		15,566		13,973
Deferred income taxes, net		—		6,417
Long-term note receivable		22,400		—
Other assets		3,675		5,029
Total assets	$	170,990	$	142,348
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	6,062	$	6,334
Accrued compensation and benefits		7,484		8,294
Other accrued expense		4,430		5,586
Advance subscription payments		12,844		11,449
Total current liabilities		30,820		31,663
Long-term pension liabilities		30,105		31,889
Long-term operating lease liabilities		23,631		—
Other post-employment benefits		1,158		1,165
Other liabilities		4,679		7,045
Total liabilities		90,393		71,762
Shareholders’ equity:
Preferred stock, $.01 par value; Authorized 2,000,000 shares; none issued		—		—
Common stock, $.01 par value; Authorized 125,000,000 shares
Series A: issued 20,854,771 and 20,854,728 shares at June 30, 2019 and December 31, 2018, respectively		209		209
Series B: issued 2,469,512 and 2,469,555 shares at June 30, 2019 and December 31, 2018, respectively		24		24
Treasury stock, Series A, at cost; 1,828,983 and 1,697,370 shares held at June 30, 2019 and December 31, 2018, respectively		(13,128)		(12,601)
Additional paid-in capital		494,389		494,389
Accumulated other comprehensive loss		(37,516)		(37,641)
Accumulated deficit		(363,381)		(373,794)
Total shareholders’ equity		80,597		70,586
Total liabilities and shareholders’ equity	$	170,990	$	142,348

See the accompanying Notes to the Consolidated Financial Statements.

A. H. Belo Corporation Second Quarter 2019 on Form 10-Q 5

Table of Contents

A. H. Belo Corporation and Subsidiaries

Consolidated Statements of Shareholders’ Equity



	Six Months Ended June 30, 2019 and 2018
	Common Stock						Treasury Stock
In thousands, except 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, 2017	20,700,292	2,469,755	$	232	$	494,989	(1,430,961)	$	(11,302)	$	(24,932)	$	(361,288)	$	97,699
Net loss	—	—		—		—	—		—		—		(4,548)		(4,548)
Other comprehensive income	—	—		—		—	—		—		315		—		315
Shares repurchased	—	—		—		—	(160,180)		(825)		—		—		(825)
Issuance of shares for restricted stock units	151,236	—		1		(1)	—		—		—		—		—
Share-based compensation	—	—		—		720	—		—		—		—		720
Conversion of Series B to Series A	120	(120)		—		—	—		—		—		—		—
Dividends declared ($ 0.08 per share)	—	—		—		—	—		—		—		(3,564)		(3,564)
Balance at June 30, 2018	20,851,648	2,469,635	$	233	$	495,708	(1,591,141)	$	(12,127)	$	(24,617)	$	(369,400)	$	89,797
Balance at December 31, 2018	20,854,728	2,469,555	$	233	$	494,389	(1,697,370)	$	(12,601)	$	(37,641)	$	(373,794)	$	70,586
Net income	—	—		—		—	—		—		—		13,849		13,849
Other comprehensive income	—	—		—		—	—		—		125		—		125
Shares repurchased	—	—		—		—	(131,613)		(527)		—		—		(527)
Conversion of Series B to Series A	43	(43)		—		—	—		—		—		—		—
Dividends declared ($ 0.08 per share)	—	—		—		—	—		—		—		(3,436)		(3,436)
Balance at June 30, 2019	20,854,771	2,469,512	$	233	$	494,389	(1,828,983)	$	(13,128)	$	(37,516)	$	(363,381)	$	80,597



	Three Months Ended June 30, 2019 and 2018
	Common Stock						Treasury Stock
In thousands, except 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 March 31, 2018	20,817,514	2,469,635	$	233	$	495,605	(1,539,739)	$	(11,857)	$	(24,774)	$	(367,083)	$	92,124
Net loss	—	—		—		—	—		—		—		(534)		(534)
Other comprehensive income	—	—		—		—	—		—		157		—		157
Shares repurchased	—	—		—		—	(51,402)		(270)		—		—		(270)
Issuance of shares for restricted stock units	34,134	—		—		—	—		—		—		—		—
Share-based compensation	—	—		—		103	—		—		—		—		103
Dividends declared ( $0.08 per share)	—	—		—		—	—		—		—		(1,783)		(1,783)
Balance at June 30, 2018	20,851,648	2,469,635	$	233	$	495,708	(1,591,141)	$	(12,127)	$	(24,617)	$	(369,400)	$	89,797
Balance at March 31, 2019	20,854,739	2,469,544	$	233	$	494,389	(1,780,899)	$	(12,941)	$	(37,578)	$	(378,526)	$	65,577
Net income	—	—		—		—	—		—		—		16,861		16,861
Other comprehensive income	—	—		—		—	—		—		62		—		62
Shares repurchased	—	—		—		—	(48,084)		(187)		—		—		(187)
Conversion of Series B to Series A	32	(32)		—		—	—		—		—		—		—
Dividends declared ( $0.08 per share)	—	—		—		—	—		—		—		(1,716)		(1,716)
Balance at June 30, 2019	20,854,771	2,469,512	$	233	$	494,389	(1,828,983)	$	(13,128)	$	(37,516)	$	(363,381)	$	80,597

See the accompanying Notes to the Consolidated Financial Statements.

A. H. Belo Corporation Second Quarter 2019 on Form 10-Q 6

Table of Contents

A. H. Belo Corporation and Subsidiaries

Consolidated Statements of Cash Flows



	Six Months Ended June 30,
In thousands (unaudited)	2019		2018
Operating Activities
Net income (loss)	$	13,849	$	(4,548)
Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities:
Depreciation and amortization		5,119		5,408
Net periodic pension and other post-employment benefit		(1,637)		(1,861)
Share-based compensation		—		720
Bad debt expense		474		348
Deferred income taxes		6,417		(1,696)
(Gain) loss on sale/disposal of fixed assets		(25,908)		208
Asset impairments		—		(22)
Changes in working capital and other operating assets and liabilities, net of acquisitions:
Accounts receivable		1,919		6,461
Inventories, prepaids and other current assets		(327)		2,289
Other assets		1,354		1,036
Accounts payable		(734)		(3,049)
Compensation and benefit obligations		(1,503)		(497)
Other accrued expenses		338		3,414
Advance subscription payments		(369)		(145)
Other post-employment benefits		(29)		(901)
Net cash provided by (used for) operating activities		(1,037)		7,165
Investing Activities
Purchases of assets		(457)		(3,697)
Sales of assets		4,597		—
Acquisitions, net of cash acquired		(2,425)		—
Net cash provided by (used for) investing activities		1,715		(3,697)
Financing Activities
Dividends paid		(3,447)		(3,552)
Shares repurchased		(527)		(825)
Net cash used for financing activities		(3,974)		(4,377)
Net decrease in cash and cash equivalents		(3,296)		(909)
Cash and cash equivalents, beginning of period		55,313		57,660
Cash and cash equivalents, end of period	$	52,017	$	56,751

Supplemental Disclosures
Income tax paid, net (refund)	$	895	$	(2,315)
Noncash investing and financing activities:
Investments in property, plant and equipment payable		102		170
Dividends payable		1,720		1,786
Long-term note receivable for asset sales		22,400		—

See the accompanying Notes to the Consolidated Financial Statements.

A. H. Belo Corporation Second Quarter 2019 on Form 10-Q 7

Table of Contents

A. H. Belo Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

Note 1: Basis of Presentation and Recently Issued Accounting Standards

Description of Business. A. H. Belo Corporation and subsidiaries are referred to collectively herein as “A. H. Belo” or the “Company.” The Company, headquartered in Dallas, Texas, is the leading local news and information publishing company in Texas . The Company has commercial printing, distribution and direct mail capabilities, as well as a presence in emerging media and digital marketing. While focusing on extending the Company’s media platforms, A. H. Belo delivers news and information in innovative ways to a broad range of audiences with diverse interests and lifestyles. The Company publishes The Dallas Morning News ( www.dallasnews.com ), Texas’ leading newspaper and winner of nine Pulitzer Prizes, and various niche publications targeting specific audiences.

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 interim consolidated financial information as of and for the periods indicated. All intercompany balances and transactions have been eliminated in consolidation. 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, 2018. All dollar amounts presented herein, except share and per share amounts, are in thousands, unless the context indicates otherwise.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“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.

Recently Adopted Accounting Pronouncements.

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02 – Leases (Topic 842) . This update requires an entity to recognize a right-of-use asset and a lease liability for virtually all of its leases. The liability will be equal to the present value of lease payments. The asset will generally be based on the liability. For income statement purposes operating leases will result in straight-line expense and finance leases will result in expenses similar to current capital leases. The guidance also requires additional disclosures to enable users of financial statements to understand the amount, timing and uncertainty of cash flows arising from leases. Since February 2016, the FASB issued clarifying updates to the new standard that did not change the core principle of ASU 2016-02. The new guidance will supersede virtually all existing lease guidance under GAAP and is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company adopted ASU 2016-02 on January 1, 2019, using the modified retrospective approach; see Note 4 – Leases .

New Accounting Pronouncements. The 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 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 collecti b ility of the reported amount . Since June 2016, the FASB issued clarifying updates to the new standard. The guidance will be effective for fiscal years beginning after December 15, 2019. 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.

In August 2018, the FASB issued ASU 2018-14 – Compensation – Retirement Benefits – Defined Benefit Plans – General (Subtopic 715-20): Disclosure Framework – Changes to the Disclosure Requirements for Defined Benefit Plans. This update modifies the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans by removing disclosures that are no longer considered cost beneficial, clarifying the specific requirements of disclosures and adding disclosure requirements identified as relevant. The guidance will be effective for fiscal years ending after December 15, 2020. 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 financial statement disclosures.

A. H. Belo Corporation Second Quarter 2019 on Form 10-Q 8

Table of Contents

In August 2018, the FASB issued ASU 2018-15 – Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract . This update clarifies the accounting for implementation costs incurred in a cloud computing arrangement, or hosting arrangement, that is a service contract. Costs for implementation activities incurred during the application development stage will be capitalized depending on the nature of the costs, while costs incurred during the preliminary project and post implementation stages will be expensed as the activities are performed. The capitalized implementation costs will be expensed over the term of the hosting arrangement. The guidance will be effective for fiscal years beginning after December 15, 2019, 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.

Note 2: Segment Reporting

The Company identified two reportable segments based on reporting structure and the go-to-market for the Company’s service and product offerings. The two reportable segments are Publishing and Marketing Services.

The Publishing segment includes the Company’s core print and digital operations associated with its newspapers, niche publications and related websites and apps. These operations generate revenue from sales of advertising within its newspaper and digital platforms, subscription and retail sales of its newspapers, commercial printing and distribution services, primarily related to national and regional newspapers, and preprint advertising. Businesses within the Publishing segment leverage its production facilities, subscriber and advertiser base, and digital news platforms to provide additional contribution margin. The Company evaluates Publishing operations based on operating profit and cash flows from operating activities.

The Marketing Services segment includes the operations of DMV Digital Holdings Company (“DMV Holdings”) and digital advertising through Connect (programmatic advertising). The Company operates this integrated portfolio of assets within its Marketing Services segment as separate businesses that sell digital marketing and advertising through different channels, including programmatic advertising and content marketing within the social media environment.

Based on the organization of the Company’s structure and organizational chart, the Company’s chief operating decision maker (the “CODM”) is its Chief Executive Officer, Robert W. Decherd. The CODM allocates resources and capital to the Publishing and Marketing Services segments at the segment level.

In the first quarter of 2019, the Company determined one of the Company’s business units, previously reported in the Publishing segment, is now providing services and products more closely aligned with the Marketing Services segment. Beginning January 1, 2019, this business unit will be reported in the Marketing Services segment. The 2018 financial information by segment was recast for comparative purposes.

A. H. Belo Corporation Second Quarter 2019 on Form 10-Q 9

Table of Contents

The tables below set forth summarized financial information for the Company’s reportable segments.



	Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019		2018
				(Recast)				(Recast)
Revenue
Publishing	$	40,915	$	45,085	$	81,618	$	88,714
Marketing Services		6,820		6,084		12,706		11,908
Total	$	47,735	$	51,169	$	94,324	$	100,622

Operating Income (Loss)
Publishing	$	22,742	$	(1,799)	$	18,702	$	(8,101)
Marketing Services		53		432		41		517
Total	$	22,795	$	(1,367)	$	18,743	$	(7,584)

Noncash Expenses
Publishing
Depreciation	$	2,263	$	2,498	$	4,580	$	4,934
Gain on sale of assets, net		(25,908)		—		(25,908)		—
Asset impairments		—		(22)		—		(22)
Total	$	(23,645)	$	2,476	$	(21,328)	$	4,912

Marketing Services
Depreciation	$	70	$	37	$	139	$	74
Amortization		200		200		400		400
Total	$	270	$	237	$	539	$	474



	June 30,		December 31,
	2019		2018
				(Recast)
Total Assets
Publishing	$	143,281	$	120,479
Marketing Services		27,709		21,869
Total	$	170,990	$	142,348

Note 3: Acquisitions

On April 1, 2019, the Company completed the acquisition of certain assets of Cubic, Inc. for a cash purchase price of $2,4 25 , net of $2 13 cash ac quired . Transaction costs related to the purchase were a component of other production, distribution and operating costs in the Consolidated Statement s of Operations and totaled $ 92 , of which $ 6 3 and $8 6 were incurred in the three and six months ended June 30, 2019, respectively .

The new entity Cubic Creative, Inc. (“Cubic Creative”) is located in Tulsa, Oklahoma and has approximately 25 employees. This acquisition adds creative strategy services, which will be complementary to service offerings currently available to A. H. Belo clients . T he expected benefit from providing these additional services was attributed to goodwill , all of which is expected to be deductible for tax purposes. The acquired operations will be included in the Marketing Services segment. The Company is in the process of finalizing the allocation of the purchase price to the underlying assets and liabilities.

A. H. Belo Corporation Second Quarter 2019 on Form 10-Q 10

Table of Contents

The table below sets forth the preliminary allocation of the purchase price, which is subject to adjustment upon finalization.



		Estimated Fair Value
Working capital, net of acquired cash	$	297
Property, plant and equipment		25
Other intangible assets		510
Goodwill		1,593
Total	$	2,425

Operating resul ts of the business acquired have been included in the Consolidated Statement s of Operations from the acquisition date forward. Pro forma results of the Company, assuming the acquisition had occurred at the beginning of each period presented, would not be materially different from the results reported.

Note 4 : 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 we expect to be entitled to in exchange for those goods or services. 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.

Notes receivable are recorded net of an allowance for doubtful accounts. Notes receivable primarily relates to the financed portion of the sale of the Company’s former headquarters (see Note 13 – Sales of Assets ). Interest income is accrued on the unpaid principal balance. 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.

The table below sets forth revenue disaggregated by revenue source.




	Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018			2019	2018
Advertising revenue (a)	$	19,100	$	20,313	$	37,255	$	40,230
Digital services (a)		5,625		4,899		9,934		9,367
Other services		1,195		1,185		2,772		2,541
Advertising and marketing services		25,920		26,397		49,961		52,138
Circulation		17,013		17,921		34,286		35,668
Printing, distribution and other		4,802		6,851		10,077		12,816
Total Revenue	$	47,735	$	51,169	$	94,324	$	100,622

(a)

Due to the first quarter 2019 change to the segments (see Note 2 – Segment Reporting ) , revenue previously reported as advertising revenue is now reported as digital services revenue. The 2018 amounts for these revenue sources were recast for comparative purposes.

Advertising and Marketing Services Revenue

Advertising revenue, included in the Publishing segment results, is generated by selling print and digital advertising products. Print advertising revenue represents sales of advertising space within the Company’s core and niche newspapers, as well as preprinted advertisements inserted into the Company’s core newspapers and niche publications or distributed to non-subscribers through the mail. Digital advertising is generated by selling banner and real estate classified advertising on The Dallas Morning News’ website dallasnews.com , online employment and obituary classified advertising on third-party websites sold under a print/digital bundle package and sales of online automotive classifieds on the cars.com platform . The Company’s agreement to sell on the cars.com platform was not renewed and will end September 30, 2019.

A. H. Belo Corporation Second Quarter 2019 on Form 10-Q 11

Table of Contents

Digital services and other services revenues are included in the Marketing Services segment results. Digital services revenue includes targeted and multi-channel (programmatic) advertising placed on third-party websites, content development, social media manag ement, search optimization, creative strategy services and other consulting. Other services revenue is primarily generated from the sale of promotional merchandise.

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. In addition, certain digital advertising revenue related to website access is recognized over time, based on the customers’ monthly rate.

For ads placed on certain third-party websites, the Company must evaluate 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.

Circulation

Circulation revenue, included in the Publishing segment results, is generated primarily by selling home delivery and digital subscriptions, as well as single copy sales to non-subscribers. Home delivery and single copy revenue is recognized at a point in time when the paper is delivered or purchased. Digital subscriptions are recognized over time, based on the customers’ monthly rate.

Printing, Distribution and Other

Printing, distribution and other revenue, included in the Publishing segment results, 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.

Remaining Performance Obligations

The Company has various Publishing advertising contracts and Marketing Services digital services contracts that range from 13 months to 36 months. The Company recognizes revenue on the advertising contracts over the term of the agreement at a point in time when the service or product is delivered. The Company recognizes revenue on the digital services contracts over time, based on the customers’ monthly rate. At June 30 , 2019, the remaining performance obligation was $3, 004 . The Company expects to recognize $ 809 over the remainder of 2019, $1,196 in 2020, $886 in 2021, and $1 13 in 2022.

Deferred Revenue

Deferred revenue is recorded when cash payments are received in advance of the Company’s performance, including amounts which are refundable. The short-term and long-term deferred revenue balance as of June 30 , 2019, was $ 13 , 280 , included in advance subscription payments, other accrued expense and other liabilities in the Consolidated Balance Sheet. In the six months ended June 3 0 , 2019, the balance increased $ 685 , primarily driven by cash payments received in advance of satisfying our performance obligations, offset by $ 9 , 706 of revenue recognized that was included in the deferred revenue balance as of December 31, 2018.

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.

A. H. Belo Corporation Second Quarter 2019 on Form 10-Q 12

Table of Contents

Note 5: Leases

Adoption of ASU 2016-02 – Leases (Topic 842)

On January 1, 2019, the Company adopted ASU 2016-02 using the modified retrospective approach applied to all leases with a remaining lease term greater than one year. Results for reporting periods beginning after January 1, 2019, are presented in accordance with the new guidance under ASU 2016-02, while prior period amounts are not restated. The adoption of the new lease guidance resulted in the Company recognizing operating lease right-of-use assets and lease liabilities based on the present value of remaining minimum lease payments. For the discount rate assumption, 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 in determining the present value of lease payments. There was no impact to opening retained earnings.

The Company elected the practical expedients available under ASU 2016-02 and applied them consistently to all applicable leases. The Company did not apply ASU 2016-02 to any leases with a remaining term of 12 months or less. For these leases, no asset or liability was recorded and lease expense continues to be recognized on a straight-line basis over the lease term. As allowed by the practical expedients, the Company does not reassess whether any expired or existing contracts are or contain leases, does not reassess the lease classification for any expired or existing leases and does not reassess initial direct costs for existing leases. Additionally, the Company does not separately identify lease and nonlease components, such as maintenance costs.

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 determines if a contract is a lease at the inception of the arrangement. 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 Company’s leases have remaining terms of less than one year to 15 years. The Company does not have lease agreements with residual value guarantees, sale leaseback terms or material restrictive covenants.

The Company has a sublease with Denton Publishing Company for a remaining term of approximately four years. 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. As of June 30, 2019, sublease income is expected to approximate $306 for the remainder of 2019, $388 in 2020, $237 in 2021, $223 in 2022, and $129 in 2023.

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. Lease expense is recognized on a straight-line basis over the lease term and variable lease costs are expensed as incurred. In the second quarter of 2019, the Company recorded an additional right-of use asset and liability of $356 as a result of the Cubic acquisition. As of June 30, 2019, the Company entered into one additional operating lease that will commence on September 1, 2019, with a lease term of five years, resulting in an additional right-of-use asset and liability of approximately $505 that will be recorded in the third quarter of 2019.

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



	Classification	June 30, 2019
Assets
Operating	Operating lease right-of-use assets	$	22,222

Liabilities
Operating
Current	Other accrued expense	$	1,745
Noncurrent	Long-term operating lease liabilities		23,631
Total lease liabilities		$	25,376

Lease Term and Discount Rate
Operating leases
Weighted average remaining lease term (years)			12.0
Weighted average discount rate			7.5	%

A. H. Belo Corporation Second Quarter 2019 on Form 10-Q 13

Table of Contents

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



	Three Months Ended June 30, 2019			Six Months Ended June 30, 2019
Lease Cost
Operating lease cost	$	1,062	$	2,100
Short-term lease cost		45		91
Variable lease cost		155		245
Sublease income		(182)		(343)
Total lease cost	$	1,080	$	2,093

Supplemental Cash Flow Information
Cash paid for operating leases included in operating activities			$	2,023

The table below sets forth the remaining maturities of the Company’s lease liabilities as of June 30, 2019.



Years Ending December 31,	Operating Leases
2019	$	1,726
2020		3,577
2021		3,547
2022		3,496
2023		3,018
Thereafter		24,506
Total lease payments		39,870
Less: imputed interest		14,494
Total lease liabilities	$	25,376

The table below sets forth the future minimum obligations for operating leases in effect as of December 31, 2018, as determined prior to the adoption of ASU 2016-02. Total operating lease expense was $4,688 for the year ended December 31, 2018.



		Total		2019		2020		2021		2022		2023		Thereafter
Operating lease commitments	$	41,837	$	4,403	$	3,588	$	3,575	$	3,467	$	3,533	$	23,271

Note 6 : Goodwill and Intangible Assets

The table below sets forth goodwill and other intangible assets by reportable segment as of June 3 0 , 2019 and December 31, 2018. The Company’s Publishing and Marketing Services segments each operate as a single reporting unit. There are no intangible assets or goodwill remaining for the Publishing segment.



	June 30,		December 31,
	2019		2018
Goodwill
Marketing Services	$	15,566	$	13,973

Intangible Assets
Marketing Services
Cost	$	6,980	$	6,470
Accumulated Amortization		(3,596)		(3,196)
Net Carrying Value	$	3,384	$	3,274

Marketing Services’ intangible assets consist of $4,950 of customer relationships with estimated useful lives of 10 years , $1,520 of developed technology with an estimated useful life of five years and $510 of customer relationships with estimated useful lives of two years . Aggregate amortization expense was $200 for the three months ended June 3 0 , 2019 and 2018 , and $400 for the six months ended June 30, 2019 and 2018 .

A. H. Belo Corporation Second Quarter 2019 on Form 10-Q 14

Table of Contents

Note 7 : Related Party Transactions

On March 1, 2019, the Company made a loan of $200 to eSite Analytics, Inc. As of June 30 , 2019 and December 31, 2018, the Company had a note receivable of $ 775 and $650, respectively, included in prepaids and other current assets, and other assets in the Consolidated Balance Sheets , respectively . The Company accounts for eSite Analytics, Inc. as an equity method investment.

Note 8 : Income Taxes

The Company calculates the income tax provision based on the year-to-date pretax loss adjusted for permanent differences and discrete items on a pro-rata basis. Due to the volatility of the newspaper industry, reliable forecasting is unavailable. As such, a discrete tax rate was calculated for the period.

The Company recognized income tax provision (benefit) of $7,095 and $58 for the three months ended June 3 0 , 2019 and 2018, respectively , and $ 6,952 and $(1,257) for the six months ended June 30, 2019 and 2018, respectively . Effective income tax rates were 33.4 percent and 2 1 .7 percent for the six months ended June 30, 2019 and 2018, respectively. The effective income tax rate for the six months ended June 30 , 2019, was due to changes in the valuation allowance, a decrease in the net operating loss deferred tax asset and the effect of the Texas margin tax. The change to the valuation allowance was an increase of $ 2,1 01 for the six months ended June 30 , 2019 , primarily due to the realization of unreserved net operating losses resulting from the sale of the Company’s former headquarters ( see Note 13 – Sales of Assets ), partially offset by additional losses from operations .

A refund of $3,210 was received in the second quarter of 2018, for a tax benefit recognized in 2016 that was carried back against taxes paid in 2014.

Note 9 : Pension and Other Retirement Plans

Defined Benefit Plans. The Company sponsors the A. H. Belo Pension Plans (the “Pension Plans”), which provide benefits to approximately 1,400 current and former employees of the Company. A. H. Belo Pension Plan I provides benefits to certain current and former employees primarily employed with The Dallas Morning News or the A. H. Belo corporate offices. A. H. Belo 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 A. H. Belo Pension Plans, as future benefits were frozen.

No contributions are required to the A. H. Belo Pension Plans in 2019 under the applicable tax and labor laws governing pension plan funding.

Net Periodic Pension 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. The table below sets forth components of net periodic pension benefit, which are included in other income, net in the Consolidated Statements of Operations.



	Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019		2018
Interest cost	$	1,975	$	1,797	$	3,949	$	3,593
Expected return on plans' assets		(2,866)		(2,893)		(5,733)		(5,787)
Amortization of actuarial loss		69		167		139		335
Net periodic pension benefit	$	(822)	$	(929)	$	(1,645)	$	(1,859)

Defined Contribution Plans. The A. H. Belo Savings Plan (the “Savings Plan”), a defined contribution 401(k) plan, covers substantially all employees of A. H. Belo. 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. During the three months ended June 3 0 , 2019 and 2018, the Company recorded expense of $ 112 and $2 11 , respectively, and during the six months ended June 30, 2019 and 2018, the Company recorded expense of $ 325 and $454, respectively, for matching contributions to the Savings Plan.

A. H. Belo Corporation Second Quarter 2019 on Form 10-Q 15

Table of Contents

Note 10: Shareholders’ Equity

Dividends. On May 9, 2019 , the Company’s board of directors declared an $0.08 per share dividend to shareholders of record as of the close of business on August 16, 2019 , which is payable on September 6, 2019 .

Treasury Stock. The Company repurchased shares of its common stock pursuant to a publicly announced share repurchase program authorized by the Company’s board of directors. In the first quarter of 2019, the Company’s board of directors authorized an additional 1,500,000 shares for repurchase.

Outstanding Shares. The Company had Series A and Series B common stock outstanding of 19,025,788 and 2,469,512 , respectively, net of treasury shares at June 30, 2019. At December 31, 2018, the Company had Series A and Series B common stock outstanding of 19,157,358 and 2,469,555 , respectively, net of treasury shares.

Accumulated other comprehensive loss. Accumulated other comprehensive loss consists of actuarial gains and losses attributable to the A. H. Belo 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 employee compensation and benefits in its Consolidated Statements of Operations. Gains and losses associated with the A. H. Belo Pension Plans are amortized over the weighted average remaining life expectancy of the Pension Plans’ participants. Gains and losses associated with the Company’s OPEB plans are amortized over the average remaining service period of active OPEB plans’ participants. Net deferred tax assets related to amounts recorded in accumulated other comprehensive loss are fully reserved.

The tables below set 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,
	2019						2018
	Total		Defined benefit pension plans		Other post- employment benefit plans		Total		Defined benefit pension plans		Other post- employment benefit plans
Balance, beginning of period	$	(37,578)	$	(37,933)	$	355	$	(24,774)	$	(25,266)	$	492
Amortization		62		69		(7)		157		167		(10)
Balance, end of period	$	(37,516)	$	(37,864)	$	348	$	(24,617)	$	(25,099)	$	482



	Six Months Ended June 30,
	2019						2018
	Total		Defined benefit pension plans		Other post- employment benefit plans		Total		Defined benefit pension plans		Other post- employment benefit plans
Balance, beginning of period	$	(37,641)	$	(38,003)	$	362	$	(24,932)	$	(25,434)	$	502
Amortization		125		139		(14)		315		335		(20)
Balance, end of period	$	(37,516)	$	(37,864)	$	348	$	(24,617)	$	(25,099)	$	482

A. H. Belo Corporation Second Quarter 2019 on Form 10-Q 16

Table of Contents

Note 1 1 : Earnings Per Share

The table below sets forth the reconciliation for net income ( loss ) 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,
	2019		2018		2019		2018
Earnings (Numerator)
Net income (loss)	$	16,861	$	(534)	$	13,849	$	(4,548)
Less: dividends to participating securities		—		49		—		94
Net income (loss) available to common shareholders	$	16,861	$	(583)	$	13,849	$	(4,642)

Shares (Denominator)
Weighted average common shares outstanding (basic and diluted)		21,525,971		21,738,545		21,578,014		21,756,678

Income (Loss) Per Share
Basic and diluted	$	0.78	$	(0.03)	$	0.64	$	(0.21)

There were no options or RSUs outstanding as of June 30, 2019, that would result in dilution of shares.

In 2018, ho lders of service-based restricted stock units (“RSUs”) participate d in A. H. Belo dividends on a one-for-one share basis. Distributed and undistributed income associated with participating securities was included in the calculation of EPS under the two-class method as prescribed under ASC 260 – Earnings Per Share . The Company consider ed outstanding stock options and RSUs in the calculation of earnings per share. A total of 697,652 options and RSUs outstanding as of June 30, 2018 , were excluded from the calculation becaus e the effect was anti-dilutive.

Note 1 2 : 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 A. H. Belo’s results of operations, liquidity or financial condition.

Note 1 3 : Sales of Assets

On May 17, 2019, the Company completed 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 . The sale price consisted of $4, 597 cash received , after selling costs of approximately $1,00 0 , and a two -year seller-financed promissory note of $22,400 , included in long-term note receivable in the Consolidated Balance Sheet . The sale provides the Company an additional $1,000 contingency payment if certain conditions are met, however at this time the Company does not believe th ese conditions are probable.

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

In the second quarter of 2019, the Company recorded a pretax gain of $25,908 , included in gain on sale of assets, net in the Consolidated Statement of Operations. For tax purposes, the gain i s fully offset by net operating loss carryforwards. These assets had a carrying value of $1,089 , and were reported as assets held for sale in the Consolidated Balance Sheet as of December 31, 2018.

A. H. Belo Corporation Second Quarter 2019 on Form 10-Q 17

Table of Contents

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

A. H. Belo 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. Unless otherwise noted, amounts in Management’s Discussion and Analysis reflect continuing operations of the Company, and all dollar amounts are presented in thousands, except share and per share amounts.

OVERVIEW

A. H. Belo, headquartered in Dallas, Texas, is the leading local news and information publishing company in Texas . The Company has commercial printing, distribution and direct mail capabilities, as well as a presence in emerging media and digital marketing. While focusing on extending the Company’s media platforms, A. H. Belo delivers news and information in innovative ways to a broad range of audiences with diverse interests and lifestyles.

The Company’s Publishing segment includes the operations of The Dallas Morning News ( www.dallasnews.com ), Texas’ leading newspaper and winner of nine Pulitzer Prizes, and various niche publications targeting specific audiences. Its newspaper operations also provide commercial printing and distribution services to large national and regional newspapers and other businesses in Texas. In addition, the segment includes sales of online automotive classifieds on the cars.com platform.

All other operations are reported within the Company’s Marketing Services segment. These operations primarily include DMV Digital Holdings Company (“DMV Holdings”) and its subsidiaries Distribion, Inc. (“Distribion”), Vertical Nerve, Inc. (“Vertical Nerve”) and CDFX, LLC (“MarketingFX”). The segment also includes targeted display advertising generated by Connect (programmatic advertising). In addition, o n April 1, 2019, the Company completed an asset acquisition. The new entity Cubic Creative, Inc. (“Cubic Creative”) is located in Tulsa, Oklahoma and has approximately 25 employees. This acquisition adds creative strategy services, which will be complementary to service offerings currently a vailable to A. H. Belo clients.

On May 17, 2019, the Company completed 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 recorded a pretax gain of $25, 908 , which for tax purposes is fully offset by net operating loss carryforwards .

A. H. Belo Corporation Second Quarter 2019 on Form 10-Q 18

Table of Contents

RESULTS OF OPERATIONS

Consolidated Results of Operations

This section contains discussion and analysis of net operating revenue, expense and other information relevant to an understanding of results of operations for the three and six months ended June 30 , 2019 and 2018. In the first quarter of 2019, the Company determined one of the Company’s business units, previously reported in the Publishing segment, is now providing services and products more closely aligned with the Marketing Services segment. Beginning January 1, 2019, this business unit will be reported in the Marketing Services segment. The 2018 financial information by segment was recast for comparative purposes.

The table below sets forth the components of A. H. Belo’s operating income (loss) by segment.



	Three Months Ended June 30,						Six Months Ended June 30,
	2019		Percentage Change		2018			2019	Percentage Change		2018
						(Recast)						(Recast)
Publishing
Advertising and marketing services	$	19,100	(6.0)	%	$	20,313	$	37,255	(7.4)	%	$	40,230
Circulation		17,013	(5.1)	%		17,921		34,286	(3.9)	%		35,668
Printing, distribution and other		4,802	(29.9)	%		6,851		10,077	(21.4)	%		12,816
Total Net Operating Revenue		40,915	(9.2)	%		45,085		81,618	(8.0)	%		88,714

Total Operating Costs and Expense		18,173	(61.2)	%		46,884		62,916	(35.0)	%		96,815

Operating Income (Loss)	$	22,742	N/M		$	(1,799)	$	18,702	330.9	%	$	(8,101)

Marketing Services
Advertising and marketing services	$	6,820	12.1	%	$	6,084	$	12,706	6.7	%	$	11,908
Total Net Operating Revenue		6,820	12.1	%		6,084		12,706	6.7	%		11,908

Total Operating Costs and Expense		6,767	19.7	%		5,652		12,665	11.2	%		11,391

Operating Income	$	53	(87.7)	%	$	432	$	41	(92.1)	%	$	517

“N/M” – not meaningful

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. The Company continually evaluates the overall performance of its core products to ensure existing assets are deployed adequately to maximize return.

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. The display and classified categories have declined to 18.0 percent of consolidated revenue thus far in 2019, and further declines are likely in future periods.

The Company has responded to these challenges by expanding programmatic channels through which it works to meet customer demand for digital advertisement opportunities in display, mobile, video and social media categories. By utilizing advertising exchanges to apply marketing insight, the Company believes it offers greater value to clients through focused targeting of advertising to potential customers. The Company has a meter on its website and continues to build a base of paid digital subscribers.

The Company’s expanded digital and marketing services product offerings leverage the Company’s existing resources and relationships to offer additional value to existing and new advertising clients. Solutions provided by DMV Holdings include development of mobile

A. H. Belo Corporation Second Quarter 2019 on Form 10-Q 19

Table of Contents

websites, search engine marketing and optimization, video, mobile advertising, email m arketing, advertising analytics, creative strategy services and online reputation management services.

Advertising and marketing services revenue

Advertising and marketing services revenue was 5 4.3 percent and 5 3 .0 percent of total revenue for the three and six months ended June 30 , 2019, respectively , and 51.6 percent and 51.8 percent for the three and six months ended June 30, 2018, respectively .



	Three Months Ended June 30,						Six Months Ended June 30,
	2019		Percentage Change		2018			2019	Percentage Change		2018
						(Recast)						(Recast)
Publishing
Advertising revenue	$	19,100	(6.0)	%	$	20,313	$	37,255	(7.4)	%	$	40,230
Marketing Services
Digital services		5,625	14.8	%		4,899		9,934	6.1	%		9,367
Other services		1,195	0.8	%		1,185		2,772	9.1	%		2,541
Advertising and Marketing Services	$	25,920	(1.8)	%	$	26,397	$	49,961	(4.2)	%	$	52,138

Publishing

Advertising Revenue – The Company has a comprehensive portfolio of print and digital advertising products, which include display, classified, preprint and digital advertising. Display and classified print revenue primarily represents sales of advertising space within the Company’s core and niche newspapers. As advertisers continue to diversify marketing budgets to incorporate more and varied avenues of reaching consumers, traditional display and classified advertising continues to decline. Display and classified print revenue decreased $ 420 and $ 931 in the three and six months ended June 3 0 , 2019, respectively, primarily due to lower classified advertising in all categories.

Preprint revenue primarily reflects preprinted advertisements inserted into the Company’s core newspapers and niche publications, or distributed to non-subscribers through the mail. Revenue decreased $652 and $1, 675 for the three and six months ended June 30, 2019, respectively, due to a volume decline in preprint newspaper inserts, consistent with the decline in circulation volumes discussed below.

Digital Publishing revenue is primarily comprised of banner and real estate classified advertising on The Dallas Morning News’ website dallasnews.com , online employment and obituary classified advertising on third-party websites sold under a print/digital bundle package and sales of online automotive classifieds on the cars.com platform. Revenue decreased $141 and $ 369 for the three and six months ended June 30, 2019, respectively, primarily due to a lower volume of online automotive classifieds on cars.com . The Company’s agreement to sell on the cars.com platform was not renewed and will end September 30, 2019.

Marketing Services

Digital services – Digital marketing revenue includes targeted and multi-channel advertising placed on third-party websites, content development, social media management, search optimization, and other consulting. Revenue increase d $ 726 and $567 for the three and six months ended June 3 0 , 2019, respectively, due to additional revenue generated from t he new business, Cubic Creative , acquired in the second quarter of 2019.

Other services – Other services revenue increased $1 0 and $231 for the three and six months ended June 3 0 , 2019, respectively, due to an increase in the sale of promotional merchandise by MarketingFX.

A. H. Belo Corporation Second Quarter 2019 on Form 10-Q 20

Table of Contents

Circulation revenue

Circulation revenue was 3 5 . 6 percent and 3 6 . 3 percent of total revenue for the three and six months ended June 3 0 , 2019, respectively , and 35.0 percent and 35.5 percent for the three and six months ended June 30, 2018, respectively .



	Three Months Ended June 30,						Six Months Ended June 30,
	2019		Percentage Change		2018			2019	Percentage Change		2018
Publishing
Circulation	$	17,013	(5.1)	%	$	17,921	$	34,286	(3.9)	%	$	35,668

Revenue decreased primarily due to home delivery revenue, driven by a volume decline of 35.7 percent and 23.9 percent, for the three and six months ended June 30, 2019, respectively. Single copy revenue also decreased compared to prior year, due to single copy paid print circulation volume declines of 22.4 percent and 21.3 percent for the three and six months ended June 30 , 2019 , respectively . The volume declines were partially offset by rate increases.

Printing, distribution and other revenue

Printing, distribution and other revenue was 1 0 . 1 percent and 1 0 . 7 percent of total revenue for the three and six months ended June 3 0, 2019 , respectively , and 13.4 percent and 12.7 percent for the three and six months ended June 30, 2018, respectively .



	Three Months Ended June 30,						Six Months Ended June 30,
	2019		Percentage Change		2018			2019	Percentage Change		2018
Publishing
Printing, Distribution and Other	$	4,802	(29.9)	%	$	6,851	$	10,077	(21.4)	%	$	12,816

Revenue decreased in the three and six months ended June 3 0 , 2019, primarily due to the Company eliminating its brokered printing business in which it provided services direct to small business clients. Additionally, the Company reduced the number of local and national commercial print customers it serves from more than 30 to five. This strategic decision to streamline operations was implemented to improve the segment’s operating income.

A. H. Belo Corporation Second Quarter 2019 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,
	2019		Percentage Change		2018		2019		Percentage Change		2018
						(Recast)						(Recast)
Publishing
Employee compensation and benefits	$	16,379	(10.9)	%	$	18,376	$	34,441	(13.2)	%	$	39,691
Other production, distribution and operating costs		21,718	4.1	%		20,862		41,764	(0.3)	%		41,901
Newsprint, ink and other supplies		3,721	(28.0)	%		5,170		8,039	(22.0)	%		10,311
Depreciation		2,263	(9.4)	%		2,498		4,580	(7.2)	%		4,934
Gain on sale of assets, net		(25,908)	N/A			—		(25,908)	N/A			—
Asset impairments		—	100.0	%		(22)		—	100.0	%		(22)
Marketing Services
Employee compensation and benefits		3,449	9.4	%		3,153		6,511	0.0	%		6,510
Other production, distribution and operating costs		2,747	39.4	%		1,971		4,885	23.8	%		3,946
Newsprint, ink and other supplies		301	3.4	%		291		730	58.4	%		461
Depreciation		70	89.2	%		37		139	87.8	%		74
Amortization		200	—	%		200		400	—	%		400
Total Operating Costs and Expense	$	24,940	(52.5)	%	$	52,536	$	75,581	(30.2)	%	$	108,206

Publishing

Employee compensation and benefits – The Company continues to implement measures to optimize its workforce and reduce risk associated with future obligations for employee benefit plans. Employee compensation and benefits decreased $1,997 and $5,250 in the three and six months ended June 3 0 , 2019, respectively, primarily due to headcount reductions of 1 51 since June 30, 2018.

Other production, distribution and operating costs – Expense increase d $856 and decreased $ 137 in the three and six months ended June 30 , 2019, respectively , due to $1,920 of expense related to a strategy review with a n outside consulting firm in the second quarter of 2019 .

Newsprint, ink and other supplies – Expense decreased due to reduced newsprint costs associated with lower circulation volumes and the elimination of brokered printing for small business clients. Newsprint consumption for the three and six months ended June 3 0 , 2019, approximated 3 , 043 and 6,849 metric tons, respectively , and for the three and six months ended June 30, 2018, approximated 5,014 and 10,013 metric tons, respectively .

Depreciation – Expense decreased in the three and six months ended June 3 0 , 2019, due to a lower depreciable asset base as a higher level of in-service assets are now fully depreciated.

Gain on sale of assets – In the second quarter of 2019, the Company completed the sale of real es tate previously used as the Company’s headquarters for $28,000, resulting in a pretax gain of $25,908 .

Marketing Services

Employee compensation and benefits – Expense increased $29 6 in the three months ended June 30, 2019, and remained flat in the six months ended June 3 0 , 2019, due to additional expense generated from the 25 new employees of Cubic Creative, which was acquired in the second quarter of 2019.

Other production, distribution and operating costs – Expense increased $ 776 and $939 in the three and six months ended June 3 0 , 2019, respectively, primarily due to additional expenses related to Cubic Creative .

Newsprint, ink and other supplies – Expense increased $ 10 and $269 in the three and six months ended June 3 0 , 2019, respectively, primarily due to an increase in promotional material printing costs associated with MarketingFX.

A. H. Belo Corporation Second Quarter 2019 on Form 10-Q 22

Table of Contents

Depreciation – Expense increased $33 and $65 in the three and six months ended June 3 0 , 2019, respectively, due to a higher depreciable asset base as additional assets were purchased to support technology investments.

Amortization – Expense is primarily related to customer lists associated with DMV Holdings.

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,
	2019		Percentage Change		2018		2019		Percentage Change		2018
Other income, net	$	1,161	30.3	%	$	891	$	2,058	15.7	%	$	1,779

Income tax provision (benefit)	$	7,095	N/M		$	58	$	6,952	653.1	%	$	(1,257)

“N/M” – not meaningful

Other income, net – Other income, net is primarily comprised of n et periodic pension and other post-employment benefit of $818 and $ 1,636 for the three and six months ended June 30 , 2019, respectively , and $931 and $1,861 for the three and six months ended June 30, 2018, respectively . G ain (loss) from investments are also included in other income, net.

Income tax provision ( benefit ) – The Company recognized income tax provision (benefit) of $7,095 and $58 for the three months ended June 30, 2019 and 2018, respectively, and $6,952 and $(1,257) for the six months ended June 30, 2019 and 2018, respectively. Effective income tax rates were 33.4 percent and 21.7 percent for the six months ended June 30, 2019 and 2018, respectively. The effective income tax rate for the six months ended June 30, 2019, was due to changes in the valuation allowance, a decrease in the net operating loss deferred tax asset and the effect of the Texas margin tax. The change to the valuation allowance was an increase of $2,1 01 for the six months ended June 30, 2019 , primarily due to the realization of unreserved net operating losses resulting from the sale of the Company’s former headquarters ( see Note 13 – Sales of Assets ), partially offset by additional losses from operations.

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 A. H. Belo’s results of operations, liquidity or financial condition.

A. H. Belo Corporation Second Quarter 2019 on Form 10-Q 23

Table of Contents

Liquidity and Capital Resources

The Company’s cash balances as of June 30, 2019 and December 31, 2018 , were $52,017 and $55,313 , respectively.

The Company intends to hold existing cash for purposes of future investment opportunities, potential return of capital to shareholders and for contingency purposes. Although revenue from Publishing operations is expected to continue to decline in future periods, operating contributions expected from the Company’s Marketing Services businesses and other cost cutting measures, are expected to be sufficient to fund operating activities and capital spending of approximately $1,5 00 over the remainder of the year.

The future payment of dividends is dependent upon available cash after considering future operating and investing requirements and cannot be guaranteed. The Company continued stock repurchases under its prior board-authorized repurchase authority and in the first quarter of 2019, the board authorized an additional 1,500,000 shares for repurchase. Current holdings of treasury stock can be sold on the open market.

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

Operating Cash Flows

Net cash provided by (used for) operating activities for the six months ended June 30, 2019 and 2018, was $(1,037) and $7,165 , respectively. Cash flows from operating activities decreased by $8,202 during the six months ended June 3 0 , 2019, 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 $1,715 and $(3,697) for the six months ended June 30, 2019 and 2018, respectively . Cash flows from investing activities i mproved due to c ash proceeds of $ 4,597 received during the second quarter of 2019 related to the sale of real estate previously used as the Company’s headquarters in downtown Dallas, T e xas, partially offset by the acquisition of Cubic, Inc. for $2,425 . Cash flows from investing activities also include d $ 457 and $ 3,697 of capital spending in 2019 and 2018, respectively.

Financing Cash Flows

Net cash used for financing activities was $3,974 and $4,377 for the six months ended June 30, 2019 and 2018, respectively. Cash used for financing activities included dividend payments of $ 3,447 and $ 3 , 552 in 2019 and 2018, respectively. Additionally, in 2019, the Company purchased 131,613 shares of its Series A common stock at a cost of $ 527 under its share repurchase program.

Financing Arrangements

None.

Contractual Obligations

Under the applicable tax and labor laws governing pension plan funding, no contributions to the A. H. Belo Pension Plans are required in 2019.

On Ma y 9 , 2019, the Company’s board of directors declared an $0.08 per share dividend to shareholders of record as of the close of business on August 1 6 , 2019, which is payable on September 6 , 2019.

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, 2018 , filed on March 14, 2019, with the Securities and Exchange Commission (“SEC”).

A. H. Belo Corporation Second Quarter 2019 on Form 10-Q 24

Table of Contents

Critical Accounting Policies and Estimates

Beginning January 1, 2019, the Company adopted Accounting Standards Update (“ASU”) 2016-02 – Leases (Topic 842) . As a result, the Company implemented changes to the Company’s polices related to processes around evaluating and accounting for leases or arrangements that contain a lease. Under the new standard, for substantially all leases an operating lease right-of-use asset and liability is recognized at commencement date based on the present value of lease payments over the lease term.

Except for adoption of the new lease guidance (Topic 842), 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, 2018.

Forward-Looking Statements

Statements in this communication concerning A. H. Belo Corporation’s business outlook or future economic performance, anticipated profitability, revenues, expenses, dividends, capital expenditures, investments, dispositions, impairments, business initiatives, acquisitions, pension plan contributions and obligations, real estate sales, working capital, future financings and other financial and non-financial items that are not historical facts, are “forward-looking statements” as the term is defined under applicable federal securities laws. Forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those statements. Such risks, trends and uncertainties are, in most instances, beyond the Company’s control, and include changes in advertising demand and other economic conditions; consumers’ tastes; newsprint prices; program costs; labor relations; technology 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. 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.

Ite m 3. Quantitative and Qualitative Disclosures about Market Risk

There were no material changes in A. H. Belo Corporation’s exposure to market risk from the disclosure included in the Annual Report on Form 10-K for the year ended December 31, 2018 .

Ite m 4. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

Based on the evaluation of the Company’s disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), the Company’s Chief Executive Officer and the Company’s Principal Financial Officer have concluded that as of the end of the period covered by this report, the Company’s disclosure controls and procedures were effective.

(b) Changes in Internal Control Over Financial Reporting

Beginning January 1, 2019, the Company adopted ASU 2016-02 – Leases (Topic 842) . The Company implemented new lease management software and changes to processes related to lease accounting and the control activities within them. The changes are primarily related to processes around evaluating and accounting for leases or arrangements that contain a lease. Under the new standard, for substantially all leases an operating lease right-of-use asset and liability is recognized at commencement date based on the present value of lease payments over the lease term.

Except as related to the adoption and ongoing evaluation of leases under the new lease guidance (Topic 842), there have been no changes in the Company’s internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchang e Act that occurred during the second fiscal quarter ended June 30 , 2019, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

A. H. Belo Corporation Second Quarter 2019 on Form 10-Q 25

Table of Contents

PA RT II

Ite m 1. Legal Proceedings

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

Ite m 1A. Risk Factors

There were no material changes from the risk factors disclosed under the heading “Risk Factors” in Item 1A in the Annual Report on Form 10-K for the year ended December 31, 2018 .

I tem 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 repurchased shares of its common stock pursuant to a publicly announced share repurchase program authorized by the Company’s board of directors. In the first quarter of 2019, the Company’s board of directors authorized an additional 1,500,000 shares for repurchase. During 2019, the Company repurchased 131,613 shares of its Series A common stock at a total cost of $ 527 . All purchases were made through open market transactions and were recorded as treasury stock.

The following table contains information for shares repurchased during the second quarter of 2019. None of the shares in this table were repurchased directly from any of the Company’s officers or directors.



Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
April 2019	34,778	$	3.92	1,815,677	2,184,323
May 2019	—		—	1,815,677	2,184,323
June 2019	13,306		3.79	1,828,983	2,171,017

Ite m 3. Defaults Upon Senior Securities

None.

Ite m 4. Mine Safety Disclosures

None.

Ite m 5. Other Information

None.

A. H. Belo Corporation Second Quarter 2019 on Form 10-Q 26

Table of Contents

Ite m 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	*	Bylaws of A. H. Belo Corporation (successor to A. H. Belo Texas, Inc.) (Exhibit 3.2 to the April 23, 2018 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)	*	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 July 2, 2018 Form 8-K)
4.3	*	Specimen Form of Certificate representing shares of the Company’s Series B Common Stock (Exhibit 4.3 to the July 2, 2018 Form 8-K)
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. H. Belo Corporation Second Quarter 2019 on Form 10-Q 27

Table of Contents

Exhibit Number

Description

10.2

Compensatory plans and arrangements:

~(1)

A. H. Belo 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 From 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)

~(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)

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

(b)

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”))

(c)

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)

~(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))

~(4)

A. H. Belo Corporation Change In Control Severance Plan (Exhibit 10.7 to the February 12, 2008 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)

A. H. Belo Corporation Second Quarter 2019 on Form 10-Q 28

Table of Contents


Exhibit Number		Description
		~( 5 )	*	Robert W. Decherd Compensation Arrangements dated June 19, 2013 (Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 19, 2013)
		~( 6 )	*	Timothy M. Storer Amended and Restated Employment Agreement dated December 10, 2018 (Exhibit 10.2 to the Company’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) (the “December 11, 2018 Form 8-K”))
			*	(a)	Timothy M. Storer Severance Letter effective July 17 , 2019 (Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 29, 2019 (Securities and Exchange Commission File No. 001-33741))
		~(7)	*	James M. Moroney III Employment Agreement dated April 18, 2018 (Exhibit 10.1 to the Company’s April 18, 2018 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 Executive Officer pursuant to Section 302 of the Sarbanes ‑Oxley Act of 2002
31.2				Certification of principal financial officer pursuant to Section 302 of the Sarbanes ‑Oxley Act of 2002
32				Certifications of Chief Executive Officer and 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				**		XBRL Instance Document
101.SCH				**		XBRL Taxonomy Extension Scheme
101.CAL				**		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF				**		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB				**		XBRL Taxonomy Extension Label Linkbase Document
101.PRE				**		XBRL Taxonomy Extension Presentation Linkbase Document

A. H. Belo Corporation Second Quarter 2019 on Form 10-Q 29

Table of Contents

SIG NATURES

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.

4/30/2019


	A. H. BELO CORPORATION

	By:	/s/	Katy Murray
			Katy Murray
			Senior Vice President/Chief Financial Officer
			(Principal Financial Officer)

	Dated:	July 29, 2019

A. H. Belo Corporation Second Quarter 2019 on Form 10-Q 30

Table of Contents

EX HIBIT INDEX



Exhibit Number		Description
31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes ‑Oxley Act of 2002
31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes ‑Oxley Act of 2002
32		Certifications of Chief Executive Officer and Chief 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	**	XBRL Instance Document
101.SCH	**	XBRL Taxonomy Extension Schema
101.CAL	**	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	**	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	**	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	**	XBRL Taxonomy Extension Presentation Linkbase Document

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.

A. H. Belo Corporation Second Quarter 2019 on Form 10-Q 31

Table of Contents

A. H. Belo Corporation Second Quarter 2019 on Form 10-Q 32

TABLE OF CONTENTS

Part I Item 1. Financial Information Note 1: Basis Of Presentation and Recently Issued Accounting Standards Note 2: Segment Reporting Note 3: Acquisitions Note 4: Revenue Note 5: Leases Note 6: Goodwill and Intangible Assets Note 7: Related Party Transactions Note 8: Income Taxes Note 9: Pension and Other Retirement Plans Note 10: Shareholders Equity Note 11: Earnings Per Share Note 12: Contingencies Note 13: Sales Of Assets Item 2. Management S Discussion and Analysis Of Financial Condition and Results Of Operations Item 3. Quantitative and Qualitative Disclosures About Market Risk Item 4. Controls and Procedures Part II Item 1. Legal Proceedings Item 1A. Risk Factors Item 2. Unregistered Sales Of Equity Securities and Use Of Proceeds Item 3. Defaults Upon Senior Securities Item 4. Mine Safety Disclosures Item 5. Other Information Item 6. Exhibits

Exhibits

31.1 Certification of Chief Executive Officer pursuant to Section302 of the SarbanesOxley Act of 2002 31.2 Certification of Chief Financial Officer pursuant to Section302 of the SarbanesOxley Act of 2002 32 Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18U.S.C. Section1350, as adopted pursuant to Section906 of the SarbanesOxley Act of 2002

DALN 10-Q Quarter ended June 30, 2019

Exhibits