SALEM MEDIA GROUP, INC. (NASDAQ:SALM) Files An 8-K Results of Operations and Financial Condition

ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

In connection with the proposed private offering of senior
secured notes described in Item 8.01 below, Salem Media Group,
Inc. (the Company) prepared a preliminary offering memorandum
containing certain financial information to be distributed to
prospective investors in the offering. An excerpt of such
financial information is being filed as Exhibit 99.1 to this
current report on Form 8-K and is incorporated herein by
reference.

On May8, 2017, the Company issued a press release announcing its
intention to offer, subject to market and other conditions,
$255million aggregate principal amount of senior secured notes
due 2024 (the Notes) in a private offering. A new senior secured
asset-based revolving credit facility is expected to be entered
into at the time of the closing of the Notes offering (the ABL
Facility). In accordance with Rule 135c promulgated under the
Securities Act of 1933, as amended (the Securities Act), a copy
of the press release is being filed as Exhibit 99.2 to this
current report on Form 8-K and is incorporated herein by
reference.

The Notes and related guarantees will not be registered under the
Securities Act and may not be offered or sold in the United
States absent registration or an applicable exemption from
registration requirements. This current report on Form 8-K is
neither an offer to sell nor the solicitation of an offer to buy
the Notes or any other securities and shall not constitute an
offer, solicitation or sale in any jurisdiction in which such
offer, solicitation or sale would be unlawful.

Statements included in this current report on Form 8-K that
relate to future plans, events, financial results, prospects or
performance, including statements regarding our plans and
intentions with respect to the offering of Notes and the ABL
Facility, are forward-looking statements as defined under the
Private Securities Litigation Reform Act of 1995. While they are
based on the current expectations and beliefs of management, they
are subject to a number of uncertainties and assumptions that
could cause actual results to differ from the expectations
expressed in this current report on Form 8-K. Reference is made
to a more complete discussion of forward-looking statements and
applicable risks contained under the captions Note Regarding
Forward-Looking Statements and Risk Factors in our Annual and
Quarterly Reports on Forms 10-K and 10-Q, as applicable, and our
other filings and submissions with the Securities and Exchange
Commission, all of which are available free of charge on the SECs
website at www.sec.gov. Readers are cautioned not to place undue
reliance on these forward-looking statements, which speak only as
of the date hereof. Except as required by law, we undertake no
obligation to update or revise any forward-looking statements to
reflect new information, changed circumstances or unanticipated
events.

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About SALEM MEDIA GROUP, INC. (NASDAQ:SALM)

Salem Media Group, Inc., formerly Salem Communications Corporation, is a multi-media company specializing in Christian and Conservative content, with media properties consisting of radio broadcasting, digital media, and book, magazine and newsletter publishing. The Company operates through three segments: Broadcast, Digital Media and Publishing. The Company’s broadcasting segment is engaged in the ownership and operation of radio stations in metropolitan markets. The Company’s radio stations carry national and local programming content, as well as national and local advertisers. The Company’s Digital Media segment focuses on Web-based platform designed for audiences interested in Christian and family-themed content and conservative news. The Company’s publishing segment consists of Regnery Publishing, Xulon Press and Salem Publishing. The Company owns and operates approximately 116 radio stations in over 40 markets.

SALEM MEDIA GROUP, INC. (NASDAQ:SALM) Recent Trading Information

SALEM MEDIA GROUP, INC. (NASDAQ:SALM) closed its last trading session down -0.05 at 7.30 with 28,897 shares trading hands.