Item 8.01 Other Events
Filing Relief – First Quarter 2020 Quarterly Report on Form 10-Q
On March 4, 2020, the U.S. Securities and Exchange Commission (the “SEC”) issued an order (Release
No. 34-88318) under Section 36 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), granting exemptions from specified provisions of the Exchange Act and certain
rules thereunder. On March 25, 2020, the order was modified and superseded by a new SEC order (Release No. 34-88465) (the “SEC Order”), which provides conditional relief to public companies
that are unable to timely comply with their filing obligations as a result of the novel coronavirus (“COVID-19”) outbreak.
Salem Media Group, Inc. (“Salem,” “we,” or “our”) is relying on the SEC Order to extend the filing date of our Quarterly Report
on Form 10-Q for the quarter ended March 31, 2020 (the “Quarterly Report”) due to circumstances related to the COVID-19 outbreak. In
particular, COVID-19 and related precautionary responses have made it more difficult, and therefore it has taken us more time, to finish our analysis and compile certain information necessary to make key
assessments and estimates.
Although we can provide no assurance, we presently intend to file our Quarterly Report on May 29, 2020, but, in any
event, no later than June 29, 2020, which is 45 days from the Quarterly Report’s original filing deadline of May 15, 2020. If the Quarterly Report is filed by June 29, 2020, it will be deemed timely filed by the SEC.
COVID-19 Pandemic Update
In March 2020, the World Health Organization declared the outbreak of coronavirus COVID-19 (“COVID-19”) a global pandemic. The responses by federal, state and local governments to restrict public gatherings and travel rapidly grew to include stay-at-home orders, school closures and mandatory restrictions on non-essential businesses and services that has adversely affected workforces, economies, and
financial markets resulting in a significant economic downturn. We have experienced declining revenues from advertising, programming, events and book sales. Several advertisers have reduced or ceased advertising spend due to the outbreak and stay at
home orders which effectively shut many businesses down. This was particularly true within our broadcast segment which derives substantial revenue from local advertisers who have been particularly hard hit due to social distancing and government
interventions.
While this disruption is currently expected to be temporary, there is considerable uncertainty around the duration. We are actively
monitoring the COVID-19 situation and its impact in the markets we serve. We are taking all precautionary measures as directed by health authorities and local and national governments. Due to continuing
uncertainties regarding the ultimate scope and trajectory of COVID-19’s spread and evolution, it is impossible to predict the total impact that the pandemic will have on our business. If public and
private entities continue to implement restrictive measures, the material adverse effect on our business, results of operations, financial condition and cash flows could persist.
Forward-Looking Statements
Statements used in
this Current Report on Form 8-K that relate to future plans, events, financial results, prospects or performance are forward-looking statements as defined under the Private Securities Litigation Reform Act of
1995. Actual results may differ materially from those anticipated as a result of certain risks and uncertainties, including but not limited to the effects of COVID-19, the ability of Salem to close and
integrate announced transactions, market acceptance of Salem’s radio station formats, competition from new technologies, adverse economic conditions, and other risks and uncertainties detailed from time to time in Salem’s reports on Forms 10-K, 10-Q, 8-K and other filings filed with or furnished to the Securities and Exchange Commission. Readers are cautioned not to place
undue reliance on these forward-looking statements, which speak only as of the date hereof. Salem undertakes no obligation to update or revise any forward-looking statements to reflect new information, changed circumstances or unanticipated events.
