Item 8.01 Other Events
Filing Relief – First Quarter 2020 Quarterly Report on Form10-Q
On March 4, 2020, the U.S. Securities and Exchange Commission (the “SEC”) issued an order (ReleaseNo. 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 On March 25, 2020, the order was modified and superseded by a new SEC order (ReleaseNo. 34-88465) (the “SEC Order”), which provides conditional relief to public companies that are unable to timely comply with their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 onForm 10-Q for the quarter ended March 31, 2020 (the “Quarterly Report”) due to circumstances related tothe 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 coronavirusCOVID-19(“COVID-19”) a global pandemic. The responses by federal, state and local governments to restrict public gatherings and travel rapidly grew to includestay-at-home orders, school closures and mandatory restrictions onnon-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 theCOVID-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 ofCOVID-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 Form8-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 ofCOVID-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 Forms10-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.
