SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Commission File Number: 1-33741
CUSIP Number: 001282102
NOTIFICATION OF LATE FILING
☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q
☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR
|For Period Ended: December 31, 2019|
|☐ Transition Report on Form 10-K|
|☐ Transition Report on Form 20-F|
|☐ Transition Report on Form 11-K|
|☐ Transition Report on Form 10-Q|
|For the Transition Period Ended:|
Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART I — REGISTRANT INFORMATION
A. H. Belo Corporation
Full Name of Registrant
Former Name if Applicable
1954 Commerce Street
Address of Principal Executive Office (Street and Number)
Dallas, TX 75201
City, State and Zip Code
PART II — RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the Registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate.)
|☒||(a)||The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;|
|(b)||The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and|
|(c)||The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.|
PART III — NARRATIVE
State below in reasonable detail why the Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR or the transition report portion thereof could not be filed within the prescribed time period.
Management of the Company determined to delay the filing of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (the “2019 Form 10-K”) in order to permit additional time to finalize the Company’s 2019 financial statements necessary to complete the 2019 Form 10-K.
On March 16, 2020, the Company filed a Current Report on Form 8-K, as amended on April 1, 2020 (the “March 16, 2020 Form 8-K”) to delay the filing of the Report due to circumstances related to the coronavirus epidemic (“COVID-19”). The March 16, 2020 Form 8-K was filed pursuant to the Securities and Exchange Commission (the “SEC”) Order dated March 4, 2020 (Release No. 34-88318) under Section 36 of the Exchange Act Granting Exemptions from Specified Provisions of the Exchange Act and Certain Rules Thereunder, as superseded by SEC Order Modifying Exemptions from the Reporting and Proxy Delivery Requirements for Public Companies dated March 25, 2020 (Release No. 34-88465) (together, the “Order”). Under the Order, the original due date of the 2019 Form 10-K was extended to April 30, 2020.
The conditions outlined in the March 16, 2020 Form 8-K have continued to impact the Company, which has been following the recommendations of local government and health authorities to minimize exposure risk for its employees, including the temporary closures of some of its offices and having employees work remotely. These disruptions to the process of finalizing the Company’s financial statements have resulted in the Company’s Form 10-K for the 2019 fiscal year which was due on March 16, 2020, and extended to April 30, 2020, being further delayed.
PART IV — OTHER INFORMATION
|(1)||Name and telephone number of person to contact in regard to this notification|
|(Name)||(Area code)||(Telephone Number)|
|(2)||Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). Yes ☒ No ☐|
|(3)||Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? Yes ☐ No ☒|
|If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.|
A. H. Belo Corporation
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
|Date: April 29, 2020||By:|
|Title:||Executive Vice President/Chief Financial Officer|
INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).