UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 18, 2020
(Exact name of registrant as specified in its charter)
Commission file number: 1-33741
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Texas | | 38-3765318 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
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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) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | | Trading Symbol | | Name of each exchange on which registered |
Series A Common Stock, $.01 par value | | AHC | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item 2.02. Results of Operations and Financial Condition.
On March 18, 2020, A. H. Belo Corporation (the “Company”) (1) announced the filing of its amended annual report for the year ended December 31, 2018 on a Form 10-K/A with the Securities and Exchange Commission; (2) provided an update on the finalization of, and currently expected filing dates for, its 2019 amended first and second quarter Forms 10-Q/A, third quarter 2019 Form 10-Q, and 2019 Form 10-K; (3) provided information on the non-cash impairment charges for the 2018 fiscal year and the third quarter of 2019; and (4) announced expected total revenue and total expense for the 2019 fiscal year, as well as its fiscal year end cash balance and debt levels. A copy of the announcement press release is furnished with this report as Exhibit 99.1.
Item 7.01. Regulation FD Disclosure.
Previously, on November 20, 2019, the Company issued a press release announcing the late filing of its quarterly report on Form 10-Q for the quarter ended September 30, 2019, and its plan to amend its Annual Report on Form 10-K for the fiscal year ended December 31, 2018 and its Quarterly Reports on Form 10-Q for the quarters ended March 31, 2019 and June 30, 2019. A copy of that press release was attached as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on November 20, 2019. In a press release dated January 28, 2020, the Company issued an update on its progress in completing the work associated with these filings. A copy of that press release was attached as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on January 28, 2020. On March 16, 2020, the Company disclosed in a Form 8-K that it was availing itself of the 45-day extension to file its 2019 Form 10-K pursuant to the Securities and Exchange Commission’s March 4, 2020 order permitting certain exemptions and extensions for COVID-19-related delays.
In a press release dated March 18, 2020, the Company announced (1) the filing of the 2018 Form 10-K/A; (2) the currently expected filing dates for the 2019 amended first and second quarter Forms 10-Q/A, the third quarter 2019 Form 10-Q, and the 2019 Form 10-K; (3) the non-cash impairment charges for the 2018 fiscal year and the third quarter of 2019; and (4) the expected total revenue and total expense for the 2019 fiscal year, as well as its fiscal year end cash balance and debt levels.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press Release issued by A. H. Belo Corporation on March 18, 2020
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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Date: March 18, 2020 | | | | A. H. BELO CORPORATION |
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| | | | By: | | /s/ Katy Murray |
| | | | | | Katy Murray |
| | | | | | Senior Vice President/Chief Financial Officer |
EXHIBIT INDEX
Exhibit No. 99.1 Press Release issued by A. H. Belo Corporation on March 18, 2020
