What changed in this filing

/stocks — the workspaceLOADING

Item 7. Management’s Discussion and Analysis

2025-11-26 compared with 2024-12-13 · 142 added, 113 removed, 120 unchanged (68% of the section changed)

3 unchanged sentences

This discussion should be read in conjunction with the Consolidated Financial Statements and related Notes thereto, included herein.

EXECUTIVE OVERVIEW

Our 2025 total operating revenue was $562 million, while total Digital Revenue was $298 million, flat to the prior year.

Total Print Revenue was $264 million, a 15% decrease to the prior year, representing a 10 percentage-point improvement over the prior year's decline.

We continued to deliver positive performance in our digital-only subscription business, driving year-over-year revenue growth of 12%.

Through yield management, expanded rates and disciplined subscriber acquisition, we are nearing $100 million in digital-only subscription revenue.

Another key piece of our digital business, Amplified Digital® agency, surpassed $100 million in revenue during the year, with growth of 4%.

Operating expenses totaled $571 million and Cash Costs (a non-GAAP financial measure) totaled $524 million, a 7% and 5% decrease compared to the prior year, respectively.

Operating expenses in FY25 included $3.7 million of cyber restoration expenses, which are included in the line "Restructuring costs and other".

Net loss totaled $36 million and Adjusted EBITDA (a non-GAAP financial measure) totaled $45 million.

Cash on the balance sheet totaled $10 million.

Debt, net of cash on the balance sheet, totaled $445 million.

Since May 2025, we have satisfied all principal and interest payments through organic free cash flow generation.

RECENT DEVELOPMENTS

Proposed Rights Offering

In addition to the Charter Amendments, we previously disclosed that our board of directors has been considering, among various other financing and capital markets transactions, consummating a proposed rights offering of our common stock to existing stockholders, and on November 10, 2025, we filed a registration statement with respect to a proposed rights offering (the “proposed rights offering”).

As set forth in the registration statement, we intend to use the proceeds of the proposed rights offering, if the proposed rights offering is consummated, for general corporate purposes, including capital expenditures and working capital, as well as other activities necessary for our operations, such as investments in technology with respect to advertising strategies, audience outreach, our internal operations, and digital products.

Further, in connection with the proposed rights offering, we have an agreement in-principle with our term loan lender that, if we successfully raise the aggregate proposed rights offering amount of $50.0 million in gross proceeds, we will receive a reduction in our annual interest rate from 9% to 5% for five years, resulting in interest savings of approximately $18 million annually and up to $90 million over the five-year period.

The consummation of the proposed rights offering, however, is not conditioned on receipt of this interest rate reduction.

While our term lender has agreed in-principle to a reduction in our interest expense (and certain other related amendments to our term loan), subject to definitive documentation, there is no assurance that we may be able to enter into any amendments to our term loan on the terms described herein or at all.

The proposed rights offering will be commenced only following effectiveness of the registration statement relating to the proposed rights offering and will be made only by means of a prospectus.

We reserve the right to modify, postpone or cancel the proposed rights offering at any time.

There is no assurance that the proposed rights offering will be completed on the terms described in this Annual Report, or at all, including with respect to any reduction in our interest expense (or any other related amendments to our term loan), as the terms of which are subject to definitive documentation with our term loan lender.

CRITICAL ACCOUNTING ESTIMATES

4 unchanged sentences

Local mastheads (e.g., publishing periodical titles, web site domain names, and trade names) are not subject to amortization.

Non-amortized intangible assets are tested for impairment annually on the first day of the fourth fiscal quarter or more frequently if events or changes in circumstances suggest the asset might be impaired.

Non-amortized intangible assets are tested for impairment annually during the fourth fiscal quarter or more frequently if events or changes in circumstances suggest the asset might be impaired.

The quantitative impairment test consists of comparing the fair value of each masthead with its carrying amount.

9 unchanged sentences

Our quantitative impairment analysis includes several inputs that are considered estimates, these include royalty rates, discount rates, five-year revenue forecast, and long term growth rates.

All of these estimates are subject to uncertainty as future results may or may not be achieved.

All of these estimates are subject to uncertainty as future results may not be achieved.

In 2025, the royalty rates utilized a range from 0% to 1.0%;

a 50-basis point decrease in royalty rates would result in an additional $1.5 million of impairment.

The Company’s discount rate utilized in the analysis has ranged from 11.0% in 2022 to 12.5% in 2024, depending on market conditions.

Our discount rate utilized in the analysis has ranged from 12.5% in 2024 to 13.0% in 2025, depending on market conditions.

Increasing the discount rate by 100 basis points would result in an additional $0.1 million of impairment.

The Company has had various revenue forecasts utilized in the analysis over different years.

We have used various forecasts in the analysis over different years.

Future decreases in our market value, or significant differences in revenue, expenses or cash flows from estimates used to determine fair value, could result in additional intangible asset impairment charges in the future.

For information related to the Company's Goodwill impairment analysis, refer to Note 4 to the Consolidated Financial Statements.

For information related to our Goodwill impairment analysis, refer to Note 4 to the Consolidated Financial Statements.

Pension, Postretirement and Postemployment Benefit Plans

We, along with our subsidiaries, have various defined benefit retirement plans, postretirement plans and postemployment plans, under which substantially all of the benefits have been frozen in previous years.

We account for our pension, postretirement and postemployment plans in accordance with the applicable accounting guidance, which requires us to include the funded status of our pension plans in our balance sheets and to recognize, as a component of other comprehensive income (loss), the gains or losses that arise during the period but are not recognized in pension expense.

The service cost component of net period benefit cost is reported on the Consolidated Statements of Income and Comprehensive Income and included in Compensation while all other components are included in other non-operating income/expense.

We account for our pension, postretirement and postemployment plans in accordance with the applicable accounting guidance, which requires us to include the funded status of our pension plans in our balance sheets and to recognize, as a component of other comprehensive (loss) income, the gains or losses that arise during the period but are not recognized in pension expense.

The service cost component of net period benefit cost is reported on the Consolidated Statements of Income and Comprehensive (Loss) Income and included in Compensation while all other components are included in other non-operating income/expense.

The determination of pension and postretirement plan obligations and expense is based on a number of actuarial assumptions.

6 unchanged sentences

We are subject to income taxes in the U.S.

and record our tax provision for the anticipated tax consequences in our reported results of operations.

Tax laws are complex and subject to different interpretations by the taxpayer and respective government taxing authorities.

Significant management judgment is required in determining our provision for income taxes, deferred tax assets and liabilities, and the valuation allowance recorded against our net deferred tax assets, if any.

and record our tax provision based on the expected tax consequences of our operations.

Tax laws are complex and open to interpretation, requiring significant judgment in determining our current and deferred income tax provisions, as well as any valuation allowance on deferred tax assets, if any.

Our current and deferred income tax provisions are calculated based on estimates and assumptions that could differ from the actual results reflected in income tax returns filed during the subsequent year.

These estimates are reviewed and adjusted, if needed, throughout the year.

Adjustments between our estimates and the actual results of filed returns are recorded when identified.

We review these estimates throughout the year and record adjustments when actual results are known.

Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using currently enacted tax rates.

Deferred income tax assets are recognized for deductible temporary differences and loss carryforwards and deferred income tax liabilities are recognized for taxable temporary differences.

Temporary differences are the difference between the reported amounts of assets and liabilities and their tax basis.

Deferred tax assets and liabilities are based on differences between the financial reporting and tax bases of assets and liabilities, using enacted tax rates.

Deferred income tax assets are reduced by a valuation allowance when, in our opinion, it is more likely than not that some portion or all of the deferred income tax assets will not be realized.

Deferred income tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

These balances are adjusted for the effects of changes in tax laws and rates on the date of enactment.

We recognize the effect of income tax positions only if those positions are more likely than not of being sustained.

Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized.

Changes in recognition or measurement are reflected in the period in which the change in judgment occurs.

We record interest and penalties related to unrecognized tax benefits as a component of income tax expense.

Changes in recognition or measurement are recorded in the period of change.

Interest and penalties on unrecognized tax benefits are included in income tax expense.

IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

18 unchanged sentences

Depreciation and amortization 18,843 27,616 (31.8) % 30,621 (9.8) %

Assets loss on sales, impairments and other, net 11,193 1,882 NM 9,716 NM

Assets loss on sales, impairments and other, net 2,956 11,193 (73.6) % 1,882 494.7 %

Restructuring costs and other 25,850 19,253 34.3 % 12,673 51.9 %

1 unchanged sentence

Equity in earnings of associated companies 4,278 4,572 (6.4) % 6,527 (30.0) %

Operating income 4,546 37,169 (87.8) % 24,851 49.6 %

Non-operating income (expense):

Operating (loss) income (4,650) 4,546 (202.3) % 37,169 (87.8) %

Non-operating (expense) income:

Interest expense (40,505) (41,232) (1.8) % (41,471) (0.6) %

Pension withdrawal cost — (1,200) (100.0) % (2,335) NM

Pension and OPEB related benefit (cost) and other, net 1,910 2,420 (21.1) % 19,022 (87.3) %

Curtailment/Settlement gains 3,593 — NM 1,027 (100.0) %

Pension withdrawal cost — — NM (1,200) NM

Pension and OPEB related benefit and other, net 2,506 1,910 31.2 % 2,420 (21.1) %

Curtailment/Settlement gain — 3,593 NM — NM

Total non-operating expense, net (37,999) (35,729) 6.4 % (40,251) (11.2) %

(Loss) income before income taxes (31,183) (3,082) NM 795 NM

Income tax (benefit) expense (7,610) (349) NM 698 NM

Net (loss) income (23,573) (2,733) NM 97 NM

Loss before income taxes (42,649) (31,183) NM (3,082) NM

Income tax benefit (6,903) (7,610) NM (349) NM

Net loss (35,746) (23,573) NM (2,733) NM

Loss per common share:

Basic (4.35) (0.90) NM (0.35) NM

Diluted (4.35) (0.90) NM (0.35) NM

Basic (6.20) (4.35) 42.5 % (0.90) NM

Diluted (6.20) (4.35) 42.5 % (0.90) NM

We disposed of certain properties in each of 2025, 2024 and 2023.

Discussions of the year ended September 25, 2022 and comparison of the years ended September 24, 2023 and September 25, 2022 can be found in the " Management's Discussion and Analysis of Financial Condition

and Res ults of Operations" section of our Annual Report on Form 10-K for the year ended September 24, 2023, filed on December 8, 2023, which section is incorporated by reference herein.

To facilitate a comparison of our results without the impact of the 53rd week of revenues and expenses, certain revenue and expense trends, as described below, are presented on a comparative basis which is calculated by removing the 53rd week of revenue or expense in 2024.

Discussions of the year ended September 29, 2024 and comparison of the years ended September 29, 2024 and September 24, 2023 can be found in the "Management's Discussion and Analysis of Financial Condition and Results of Operations" section of our Annual Report on Form 10-K for the year ended September 29, 2024, filed on December 12, 2024 which section is incorporated by reference herein.

To facilitate a comparison of our results without the impact of the 53rd week of revenues and expenses, certain revenue and expense trends, as described below, are presented on a comparable basis which is calculated by removing the 53rd week of revenue or expense in 2024.

OPERATING REVENUE

Revenue Comparison 2024-2023

Total operating revenue totaled $562.3 million in 2025, down $49.0 million, or 8.0%, compared to 2024.

On a comparative basis total operating revenue declined 13.0%.

On a comparable basis, total operating revenue declined 6.5%.

Advertising and marketing services revenue totaled $253.0 million in 2025, down $22.7 million, or 8.2% compared to 2024.

On a comparative basis, Advertising and marketing services revenue declines 14.9%.

Digital advertising and marketing services revenue totaled $194.2 million in 2024, up 0.5% compared to 2023.

On a comparative basis, revenue declined 0.9%.

Digital advertising and marketing services revenue represented 70.4% of 2024 total advertising and marketing services revenue compared to 60.6% in 2023.

On a comparable basis, advertising and marketing services revenue declined 6.8%.

Print advertising revenues were $69.2 million in 2025, down $12.3 million, or 15.1% compared to 2024.

On a comparative basis, print advertising revenue was down 36.5%.

The decline is due to continued secular declines in demand for print advertising and a reduced product portfolio through sales and elimination of products that do not meet profitability standards.

Subscription revenue totaled $281.9 million in 2024, or down 10.0%, compared to 2023.

Decline in full access volume, consistent with historical and industry trends were partially offset by selective increases on our full access subscriptions, growth in digital-only subscribers and price increases on digital subscriptions.

Digital-only subscribers grew 7.1% since 2023 and now total more than 771,000.

Digital-only subscription revenue grew 38.9% compared to 2023.

On a comparative basis, digital-only revenue grew 36.2%.

Other revenue, which primarily consists of commercial printing revenue and digital services from BLOX Digital, totaled $53.8 million, a 8.7% decrease compared to 2023.

On a comparative basis other revenue decreased 9.7%.

Digital services revenue totaled $20.5 million in 2024, a 5.9% increase compared to 2023.

On a comparative basis digital services revenue increased 5.3%.

On a comparable basis, print advertising revenue was down 13.3%.

The decline is due to continued secular declines in demand for print advertising and impacts from the Cyber Incident, which limited capacity for print advertising for certain publications for several months.

Digital advertising revenue totaled $183.8 million in 2025, down $10.4 million, or 5.3% compared to 2024.

On a comparable basis, revenue declined 4.0%.

Digital advertising revenue represented 72.7% of 2025 total advertising and marketing services revenue compared to 70.4% in 2024.

The decline in digital advertising revenue is mainly attributed to the traditional classified categories, programmatic, digital advertising tied to legacy print campaigns, and the cyber incident.

Partially offsetting these declines, digital marketing services revenue increased 3.0% compared to the prior year.

Subscription revenue totaled $258.4 million in 2025, down $23.5 million , or 8.3%, compared to 2024.

The decline in subscription revenue was driven by secular reductions in demand for print subscriptions.

Print volumes declined during 2025, consistent with historical and industry trends.

Digital-only subscription revenue is up nearly 12% over 2024 on a reported basis.

Other revenue, which primarily consists of digital services from BLOX Digital and commercial printing revenue, totaled $50.9 million, a 5.3% decrease compared to 2024.

On a comparable basis, other revenue decreased 4.2%.

Digital services revenue totaled $20.1 million in 2025, a 2.1% decrease compared to 2024.

On a comparable basis digital services revenue decreased 1.6%.

Commercial printing revenue totaled $16.2 million in 2025, a 7.4% decline compared to 2024, primarily driven by reduction in print volumes from our partners.

On a comparative basis, commercial printing revenue was down 14.6%.

Total digital revenue including digital advertising revenue, digital-only subscription revenue and digital services revenue totaled $299.1 million in 2024, a 9.4% increase over 2023, and represented 48.9% of our total operating revenue in 2024, compared to 39.5% in 2023.

On a comparable basis, commercial printing revenue was down 5.8%.

Total digital revenue including digital advertising revenue, digital-only subscription revenue and digital services revenue totaled $298.1 million in 2025, flat to 2024, and represented 53.0% of our total operating revenue in 2025, compared to 48.9% in 2024.

OPERATING EXPENSES

Operating Expense Comparison 2024-2023

Total operating expenses were $611.4 million, a 7.4% decrease compared to 2023.

Total operating expenses totaled $571.3 million, a 6.6% decrease compared to 2024.

Cash Costs (a non-GAAP financial measure discussed below) were $523.6 million, a 5.4% decrease compared to 2024.

Compensation expense decreased $32.3 million in 2024, or a 12.1% decrease compared to 2023.

Compensation expense totaled $216.0 million in 2025, a 7.9% decrease compared to 2024.

The decrease is attributable to reductions in full-time employees ("FTEs") due to continued business transformation efforts, partially offset by investments in digital talent.

Newsprint and ink costs decreased $8.5 million in 2024, or a 33.7% decrease compared to 2023.

Newsprint and ink costs totaled $13.0 million in 2025, a 22.9% decrease compared to 2024.

This decrease was attributable to declines in newsprint volumes.

Other operating expenses decreased $21.1 million in 2024, or a 6.5% decrease compared to 2023.

Other operating expenses include all operating costs not considered to be compensation, newsprint, depreciation and amortization, or restructuring costs and assets loss on sales, impairments, and other, net.

The largest components are costs associated with printing and distribution of our printed products, digital cost of goods sold

and facility expenses.

The decrease is primarily attributable to lower delivery and other print-related costs due to lower volumes of our print edition.

Restructuring costs and other totaled $19.3 million and $12.7 million in 2024 and 2023, respectively.

Restructuring costs and other include severance costs, litigation expenses, and restructuring expenses.

The increase is attributable to one-time costs to outsource certain operations.

Other operating expenses totaled $294.6 million in 2025, down 2.4% compared to 2024.

Other operating expenses include all operating costs not considered to be compensation, newsprint, depreciation and amortization, restructuring costs and assets loss on sales, impairments, and other, net.

The largest components are costs associated with printing and distribution of our printed products, digital cost of goods sold and facility

The decrease is primarily attributable to lower delivery and other print-related costs due to lower volumes of our print edition, partially offset by increases in digital cost of goods sold.

Depreciation expense decreased $2.8 million, or 26.6%, in 2025.

1 unchanged sentence

The decrease in both is attributable to assets becoming fully depreciated or amortized.

Assets loss (gain) on sales, impairments and other was a net loss of $11.2 million in 2024 compared to a net loss of $1.9 million in 2023.

Impairment losses in 2024 and 2023 totaled $7.8 million and $7.7 million for mastheads.

Additionally, $1.3 million and $1.3 million of goodwill was allocated to the sale of certain non-core operations in 2024 and 2023, respectively.

Assets loss (gain) on sales are part the Company's ongoing real estate and non-core asset monetization.

They totaled a net loss of $2.2 million in 2024 and a net gain of $6.0 million in 2023.

Equity In Equity Investments

Equity in earnings of TNI and MNI decreased $2.0 million in 2024, or 30.0%, compared to 2023.

Assets loss on sales, impairments and other totaled $3.0 million in 2025 compared to $11.2 million in 2024.

Impairments within this category were $7.0 million in 2025 and $7.8 million in 2024, respectively, related to mastheads.

Additionally, $4.2 million of goodwill was allocated to the sale of certain non-core operations in 2025 and $1.3 million in 2024.

Restructuring costs and other totaled $25.9 million and $19.3 million in 2025 and 2024, respectively.

The increase is primarily driven from costs associated with recovering from the Cyber Incident, closing down outsourced production facilities, ongoing business transformation efforts, and severance.

Restructuring costs and other include severance costs, litigation expenses, restructuring expenses, cyber restoration costs, and advisor expenses.

The factors noted above resulted in an operating loss of $4.7 million in 2025 compared to a gain of $4.5 million in 2024.

NON-OPERATING INCOME AND EXPENSES

Non-operating Income and Expense Comparison 2024-2023

Interest expense decreased $0.2 million, or 0.6%, to $41.2 million in 2024 due to lower debt balances.

Our weighted average cost of debt was 9.0% in 2024 and 2023.

Other non-operating income and expense consists of benefits associated with our pension and other postretirement plans.

We recorded $5.1 million of periodic pension and other postretirement benefits in 2024 compared to $1.2 million in 2023.

The increase was attributable due to the Company recognizing a non-cash curtailment gain of $1.2 million in 2024 as a result of outsourcing certain postemployment defined benefit plan functions.

Additionally, in 2024, the Company completed a voluntary lump sum payment of future benefits to terminated vested participants.

The offer was accepted by 522 participants, representing a $22.6 million pension plan liability.

As a result of the offer, a non-cash settlement gain of $2.4 million was recorded in Curtailment/Settlement gain on the Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income.

Both assets and liabilities of the plan were reduced by $22.6 million.

INCOME TAX BENEFIT

In 2024, we recorded income tax benefit of $7.6 million, or 24.4% of pretax loss and in 2023, we recorded an income tax benefit of $0.3 million, or 11.3% of pretax loss.

Non-operating expense increased by $2.3 million , or 6.4%, primarily due to the absence of a $3.6 million pension curtailment gain recognized in 2024.

Interest expense decreased $0.7 million, or 1.8%, to $40.5 million in 2025, compared to the same period last year.

The decrease was due to a lower average outstanding balance on our debt.

Our weighted average cost of debt was 9% at September 28, 2025 and September 29, 2024.

We recorded income tax benefit of $6.9 million, or 16.2% of pretax loss in 2025 and $7.6 million, or 24.4% of pretax loss in 2024 .

See Note 13 of the Notes to the Consolidated Financial Statements, included herein, for a discussion of the difference between the expected federal income tax rate and the actual tax rates.

NET INCOME AND EARNINGS PER SHARE

NET LOSS AND EARNINGS PER SHARE

Net loss was $35.7 million in 2025 compared to net loss of $23.6 million in 2024.

Losses per share was $4.35 in 2024 compared to losses per share of $0.90 in 2023.

Loss per common share was $6.20 in 2025 compared to a loss of $4.35 per share in 2024.

The change reflects the various items discussed above.

NON-GAAP FINANCIAL MEASURES

2 unchanged sentences

In this report, we present Adjusted EBITDA and Cash Costs which are non-GAAP financial performance measures that exclude from our reported GAAP results the impact of certain items consisting primarily of restructuring charges and non-cash charges.

We believe such expenses, charges, and gains are not indicative of normal, ongoing operations, and their inclusion in results makes for more difficult comparisons between years

and with peer group companies.

We believe such expenses, charges and gains are not indicative of normal, ongoing operations, and their inclusion in results makes for more difficult comparisons between years and with peer group companies.

In the future, however, we are likely to incur expenses, charges and gains similar to the items for which the applicable GAAP financial measures have been adjusted and to report non-GAAP financial measures excluding such items.

1 unchanged sentence

We define our non-GAAP measures, which may not be comparable to similarly titled measures reported by other companies, as follows:

Adjusted EBITDA is a non-GAAP financial performance measure that enhances financial statement users' overall understanding of the operating performance of the Company.

Adjusted EBITDA is a non-GAAP financial performance measure that enhances financial statement users' overall understanding of our operating performance.

The measure isolates unusual, infrequent, or non-cash transactions from the operating performance of the business.

This allows users to easily compare operating performance among various fiscal periods and how management measures the performance of the business.

This measure also provides users with a benchmark that can be used when forecasting future operating performance of the Company that excludes unusual, nonrecurring or one-time transactions.

This measure also provides users with a benchmark that can be used when forecasting our future operating performance that excludes unusual, nonrecurring or one-time transactions.

Adjusted EBITDA is also a component of the calculation used by stockholders and analysts to determine the value of our business when using the market approach, which applies a market multiple to financial metrics.

It is also a measure used to calculate the leverage ratio of the Company, which is a key financial ratio monitored and used by the Company and its investors.

Adjusted EBITDA is defined as net income (loss), plus non-operating expenses, income tax expense, depreciation and amortization, assets loss (gain) on sales, impairments and other, restructuring costs and other, stock compensation and our 50% share of EBITDA from TNI and MNI, minus equity in earnings of TNI and MNI.

It is also a measure used to calculate our leverage ratio, which is a key financial ratio monitored and used by us and our investors.

Adjusted EBITDA is defined as net income (loss), plus non-operating expenses, net, income tax expense (benefit), depreciation and amortization, assets loss (gain) on sales, impairments and other, restructuring costs and other, stock compensation and our 50% share of EBITDA from TNI and MNI, minus equity in earnings of TNI and MNI.

Cash Costs represent a non-GAAP financial performance measure of operating expenses which are measured on an accrual basis and settled in cash.

This measure is useful to investors in understanding the components of the Company’s cash-settled operating costs.

Cash Costs can be used by financial statement users to assess the Company's ability to manage and control its operating structure.

Cash Costs are defined as compensation, newsprint and ink and other operating expenses.

Depreciation and amortization, assets loss (gain) on sales, impairments and other, restructuring costs and other non-cash operating expenses and other non-operating expenses are excluded.

Tables reconciling Adjusted EBITDA to net income and Cash Costs to operating expenses, the most directly comparable measure under GAAP, are set forth below under the caption "Reconciliation of Non-GAAP Financial Measures".

This measure is useful to investors in understanding the components of our cash-settled operating costs.

Generally, we provide forward-looking guidance of Cash Costs, which can be used by financial statement users to assess our ability to manage and control its operating cost structure.

Cash Costs are defined as compensation, newsprint and ink and other operating expenses and exclude restructuring costs and other, which are typically settled in cash.

Adjusted EBITDA and Cash Costs are reconciled to net income (loss) and operating expenses, below, the closest comparable numbers under GAAP.

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

1 unchanged sentence

(Thousands of Dollars) 2025 2024 2023

Net (loss) income (23,573) (2,733) 97

Net loss (35,746) (23,573) (2,733)

Adjusted to exclude

Income tax (benefit) expense (7,610) (349) 698

Income tax benefit (6,903) (7,610) (349)

Non-operating expenses, net 37,999 35,729 40,251

14 unchanged sentences

LIQUIDITY AND CAPITAL RESOURCES

Our operations have historically generated positive cash flow and are expected to provide sufficient liquidity, together with cash on hand, to meet our requirements, primarily operating expenses, interest expense and capital expenditures for at least the next twelve months.

A summary of our cash flows is included in the narrative below.

Our primary cash requirements are related to working capital, debt service obligations, and capital expenditures.

We expect to meet these needs through cash generated from operations, supplemented by our existing cash balances.

Our ability to operate as a going concern is dependent on our ability to remain in compliance with debt covenants and to repay, refinance or amend our debt agreements as they become due.

Our Credit Agreement has only limited affirmative covenants with which we are required to maintain compliance and there are no leverage or financial performance covenants.

We are in compliance with our debt covenants at September 28, 2025.

We continue to take proactive steps to reduce our cost structure and preserve liquidity.

Recent actions include targeted cost-reduction and cash-management initiatives such as lowering discretionary and capital spending, tightening control of print-related operating costs, and enhancing collection efforts to improve working capital.

We also received temporary lease and interest payment waivers during the second quarter as part of our cyber-recovery plan.

Management is actively evaluating additional strategic initiatives and financing and capital markets transactions designed to ensure adequate cash flow and capital resources to support ongoing operations and meet debt obligations.

While there can be no assurance that all initiatives will be implemented as planned, delays or unforeseen challenges in executing these measures could adversely affect our financial position and results of operations.

Operating Activities

Cash provided from operating activities totaled $1.1 million in 2024 compared to cash required by operating activities of $3.2 million in 2023, an increase of $4.3 million.

The increase was driven by an increase in working capital of $19.7 million, primarily related to favorable changes in accounts payable and unearned revenue partially offset by a decrease in operating results of $15.4 million (defined as net loss adjusted for non-working capital items).

Cash used in operating activities totaled $5.5 million in 2025 and $3.2 million in 2023, while cash provided by operating activities totaled $1.1 million in 2024.

Our primary sources of cash from operations are receipts from digital and print subscribers, advertising and marketing services customers, and commercial printing and delivery contracts.

The primary uses of operating cash include compensation and benefits, newsprint and ink purchases, distribution costs, and payments for third-party services.

The year-over-year decrease in cash provided by operating activities was primarily driven by lower operating results, reflecting a $20.1 million decline in operating performance (net loss adjusted for non-working capital items).

This was partially offset by $10.1 million of non-cash interest expense related to a waiver of three monthly interest payments owed to BH Finance LLC as a result of the February cyber incident (additional disclosure can be found in Note 6 - Debt).

We saw a $3.3 million increase in working capital largely influenced by the February cyber incident, which temporarily elevated both accounts payable and accounts receivable balances.

We continue to focus on initiatives to enhance operating cash flows through improved working capital management, disciplined cost control, and targeted investment in digital growth areas.

Investing Activities

Cash provided by investing activities totaled $3.7 million in 2024 and $8.6 million in 2023.

Capital spending totaled $9.2 million and $5.1 million in 2024 and 2023, respectively.

Proceeds from sales of assets totaled $13.5 million and $12.0 million in 2024 and 2023, respectively.

Cash provided by investing activities totaled $7.7 million in 2025, $3.7 million in 2024 and $8.6 million in 2023 and is driven by cash received from asset sales of $9.3 million in 2025 offset by purchases capital expenditures during the year of $1.5 million.

Proceeds from asset sales totaled $9.3 million in 2025, compared to $13.5 million in 2024 and $12.0 million in 2023.

We continue to pursue opportunities to monetize non-core assets, primarily excess real estate, as part of our broader capital optimization efforts.

Financing Activities

Cash required for financing activities totaled $9.8 million in 2024 and $7.1 million in 2023.

Debt reduction accounted for the majority of the usage of funds in 2024 and 2023, respectively.

Our liquidity, consisting of cash on the balance sheet, totaled $9.6 million at September 29, 2024.

This liquidity amount excludes any future cash flows from operations.

We expect all interest and principal payments due in the next twelve months will be satisfied by existing cash and our cash flows, which will allow us to maintain an adequate level of liquidity.

Our largest source of advertising and marketing services revenue, retail advertising, is seasonal and tends to fluctuate with retail sales in markets served.

Historically, retail advertising is higher in the December and June quarters.

Advertising and marketing services revenue is lowest in the March quarter.

Price increases (or decreases) for our products are implemented when deemed appropriate by us.

We continuously evaluate price increases, productivity improvements, sourcing efficiencies and other cost reductions to mitigate the impact of inflation.

Cash used in financing activities totaled $1.8 million in 2025, compared to $9.8 million in 2024 and 7.1 million in 2023.

Debt reduction accounted for the majority of cash used in financing activities.

We continue to prioritize deleveraging and disciplined capital management to strengthen the balance sheet and maintain flexibility to invest in our digital transformation strategy.

Additional Information on Liquidity

At September 28, 2025, cash and cash equivalents totaled $10.0 million.

Liquidity was negatively affected by lower cash generation during the year, transformation-related investments, and temporary disruption from the February 2025 cyber incident.

We continue to take proactive steps to reduce our cost structure and preserve liquidity.

We also received temporary lease and interest payment waivers during the second quarter as part of our cyber-recovery plan.

Management is actively evaluating additional strategic initiatives designed to ensure adequate cash flow and capital resources to support ongoing operations and meet debt obligations.

To preserve liquidity, we implemented targeted cost-reduction and cash-management initiatives, including lower discretionary and capital spending, tighter control of print-related operating costs, and enhanced collection efforts to reduce outstanding accounts receivable.

We also received temporary rent and interest payment waivers during the second quarter as part of our cyber-recovery plan.

These actions contributed to improved operating performance in the second half of fiscal 2025, enabling all mandatory and principal debt payments since May 2025 to be funded entirely from operating cash flows.

Based on current projections, we believe our liquidity will be sufficient to fund operations and meet debt service requirements for at least the next twelve months.

Advertising and marketing services revenue is seasonal and generally correlates with retail spending patterns in the markets we serve.

Historically, retail advertising activity peaks during the December and June quarters, driven by holiday and mid-year promotional periods, while the March quarter typically represents the lowest advertising volume of the year.

Subscription and digital revenue streams are less seasonal but can experience modest fluctuations tied to promotional activity and consumer spending trends.

We evaluate the impact of inflation on our cost base and, when appropriate, implement price changes for our products and services.

In parallel, we pursue productivity improvements, sourcing efficiencies, and targeted cost reductions to help offset inflationary pressure.

Because pricing and cost actions do not always align in timing, inflation may affect margins in certain periods.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

3 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 7. Management’s Discussion and Analysis