Item 7.01. Regulation FD Disclosure.
A. H. Belo Corporation (the Company) is providing the following update on the filing of its Form 10-K for
the fiscal year ended December 31, 2019. As result of the global outbreak of the COVID-19 virus and out of an abundance of caution, members of the Companys newsroom and certain other employees,
including financial reporting staff, have been working remotely since on or about March 10, 2020. On March 13, 2020, the Companys independent public accounting firm, Grant Thornton LLP, advised the Company that its professional staff
engaged in the review of the Companys financial statements and preparation of the accompanying audit report would no longer be present at the Companys facilities as a result of the COVID-19 virus. The Company is working with its audit
firm to determine how the audit firms personnel will engage in audit activities during this time. The Company also anticipates that the number of its personnel telecommuting may increase further, including personnel necessary for financial
reporting and audit activities.
In light of the factors described below relating to certain Securities Exchange Act of 1934 (the Exchange
Act) reports of the Company covering prior fiscal periods, the Company had initially planned to avail itself of the fifteen day filing extension provided by Rule 12b-25 under the Exchange Act in order to
complete its work on its Annual Report on Form 10-K for the fiscal year ended December 31, 2019. In light of the impact of the additional factors described above, the Company now believes that it will be
unable to compile and review certain information required in order to permit the Company to file a timely Annual Report on Form 10-K for its year ended December 31, 2019 by the prescribed date, taking
into account the extension normally available under Rule 12b-25 under the Exchange Act, without unreasonable effort or expense.
On March 4, 2020 the Securities and Exchange Commission (the SEC) issued an Order (Release
No. 34-88318) under Section 36 of the Exchange Act granting exemptions from specified provisions of the Exchange Act and certain rules thereunder (the Order). The Order provides that a
registrant subject to the reporting requirements of Exchange Act Section 13(a) or 15(d), and any person required to make any filings with respect to such a registrant, is exempt from any requirement to file or furnish materials with the
Commission under Exchange Act Sections 13(a), 13(f), 13(g), 14(a), 14(c), 14(f), 15(d) and Regulations 13A, Regulation 13D-G (except for those provisions mandating the filing of Schedule 13D or amendments to
Schedule 13D), 14A, 14C and 15D, and Exchange Act Rules 13f-1, and 14f-1, as applicable, where certain conditions are satisfied.
The Company is relying on this Order and is furnishing this Current Report on Form 8-K by the original filing deadline
of the report. The Company currently expects to file its Annual Report on Form 10-K approximately 45 days after March 31, 2020. The Company will evaluate its need for an additional extension under Rule 12b-25 at that time, as contemplated by the Order.
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 Companys 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 Companys Current Report on Form 8-K filed on
January 28, 2020.
In addition to preparing the 2019 Annual Report on Form 10-K, the Company and its auditors
have focused their resources on completing the review and filing of the Companys (1) amended Form 10-K for the fiscal year ended December 31, 2018; (2) amended Forms 10-Q for the quarters ended March 31, 2019 and June 30, 2019; and (3) Form 10-Q for the quarter ended September 30, 2019. The Company anticipates it
will file the 2018 amended Form 10-K and the amended Forms 10-Q for the quarters ended March 31, 2019 and June 30, 2019 prior to the end of April 2020, and
anticipates it will be able to file its Form 10-Q for the quarter ended September 30, 2019 within the six-month period to cure such deficiency provided for under
New York Stock Exchange Rules.