UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
| [X] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2004
OR
| [ ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE TRANSITION PERIOD FROM __________________ TO __________________
COMMISSION FILE NUMBER 000-26497
SALEM COMMUNICATIONS
CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN
ITS CHARTER)
| DELAWARE (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) |
77-0121400 (I.R.S. EMPLOYER IDENTIFICATION NUMBER) | |
4880 SANTA ROSA ROAD CAMARILLO, CALIFORNIA (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) |
93012 (ZIP CODE) |
REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE: (805) 987-0400
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES [X] NO [ ]
Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). YES [X] NO [ ]
As of November 3, 2004, there were 20,369,642 shares of Class A common stock and 5,553,696 shares of Class B common stock of Salem Communications Corporation outstanding.
EXPLANATORY NOTE
This Amendment No. 1 to our Quarterly Report on Form 10-Q/A amends our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2004 that was originally filed on November 9, 2004 in order to disclose a material change in controls over fixed assets as discussed in Part I, Item 4. This correction has no impact on the Company's historical financial condition, results of operations or cash flows. This Form 10-Q/A does not cover any events subsequent to November 9, 2004, the original filing date.
2
ITEM 4. CONTROLS AND PROCEDURES
As of the end of the period covered by this report, the company carried out an evaluation, under the supervision and with the participation of the company’s management, including the company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the company’s disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act. During the quarter ended September 30, 2004, the company identified a material weakness involving the tracking of its fixed assets. The company conducted a comprehensive physical inventory of its property, plant and equipment and determined a $3.1 million write-off was necessary (as discussed in Note 11 to the company’s condensed consolidated financial statements for the quarter ended September 30, 2004). As a result of this evaluation, the company instituted a policy of conducting annual physical inventories of fixed assets and enhanced its internal controls over the accurate and timely recording of fixed asset transfers and dispositions in addition to other policies to improve its controls over fixed assets. As a result of the company’s actions, the company believes the control weakness was remediated as of September 30, 2004.
Based on the company’s evaluation and change in policies instituted during the quarter ended September 30, 2004, the Chief Executive Officer and Chief Financial Officer concluded that the company’s disclosure controls and procedures are effective. With the exception of the change in internal controls over fixed assets described above, there were no other changes in the company’s internal controls over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the company’s internal control over financial reporting.
3
ITEM 6. EXHIBITS
Set forth below is a list of exhibits included as part of this Quarterly Report:
| Exhibit | ||
| Number | Description of Exhibits | |
|
|
| |
| 31.1 | Certification of Edward G. Atsinger III Pursuant to Rules 13a-14(a) and 15d-14(a) under the Exchange Act. | |
| 31.2 | Certification of David A.R. Evans Pursuant to Rules 13a-14(a) and 15d-14(a) under the Exchange Act. | |
| 32.1 | Certification of Edward G. Atsinger III Pursuant to 18 U.S.C. Section 1350. | |
| 32.2 | Certification of David A.R. Evans Pursuant to 18 U.S.C. Section 1350. |
4
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Salem Communications Corporation has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| SALEM COMMUNICATIONS CORPORATION | |||
| February 8, 2005 | |||
| By: /s/ EDWARD G. ATSINGER III | |||
|
|
|||
| Edward G. Atsinger III | |||
| President and Chief Executive Officer | |||
| (Principal Executive Officer) | |||
| February 8, 2005 | |||
| By: /s/ DAVID A.R. EVANS | |||
|
|
|||
| David A.R. Evans | |||
| Executive Vice President and Chief Financial Officer | |||
| (Principal Financial Officer) |
5
EXHIBIT INDEX
| Exhibit | ||
| Number | Description of Exhibits | |
|
|
| |
| 31.1 | Certification of Edward G. Atsinger III Pursuant to Rules 13a-14(a) and 15d-14(a) under the Exchange Act. | |
| 31.2 | Certification of David A.R. Evans Pursuant to Rules 13a-14(a) and 15d-14(a) under the Exchange Act. | |
| 32.1 | Certification of Edward G. Atsinger III Pursuant to 18 U.S.C. Section 1350. | |
| 32.2 | Certification of David A.R. Evans Pursuant to 18 U.S.C. Section 1350. |
6
EXHIBIT 31.1
Certification of Chief Executive Officer
I, Edward G. Atsinger III, certify that:
| 1. | I have reviewed this report on Form 10-Q of Salem Communications Corporation; | ||
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | ||
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | ||
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: | ||
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
| (b) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and | ||
| (c) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and | ||
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): | ||
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | ||
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. | ||
| Dated: February 8, 2005 | |||
| By: /s/ EDWARD G. ATSINGER III |
|
|
|||
| Edward G. Atsinger III | |||
| Chief Executive Officer | |||
A signed original of this written statement required by Section 302 of the Sarbanes-Oxley Act of 2002 or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 302 has been provided to Salem Communications Corporation and will be retained by Salem Communications Corporation and furnished to the Securities and Exchange Commission or its staff upon request.
EXHIBIT 31.2
Certification of Chief Financial Officer
I, David A.R. Evans, certify that:
| 1. | I have reviewed this report on Form 10-Q of Salem Communications Corporation; | ||
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | ||
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | ||
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: | ||
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
| (b) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and | ||
| (c) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and | ||
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): | ||
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | ||
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. | ||
| Dated: February 8, 2005 | |||
| By: /s/ DAVID A.R. EVANS |
|
|
|||
| David A.R. Evans | |||
| Chief Financial Officer | |||
A signed original of this written statement required by Section 302 of the Sarbanes-Oxley Act of 2002 or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 302 has been provided to Salem Communications Corporation and will be retained by Salem Communications Corporation and furnished to the Securities and Exchange Commission or its staff upon request.
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION
1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF
2002
The undersigned hereby certifies, in his capacity as President and Chief Executive Officer of Salem Communications Corporation (the “Company”), for purposes of 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that based on his knowledge:
-
the Quarterly Report of the Company on Form 10-Q for the period ended September 30, 2004 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and
-
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Dated: February 8, 2005 | |||
| By: /s/ EDWARD G. ATSINGER III | |||
|
|
|||
| Edward G. Atsinger III | |||
| President and Chief Executive Officer |
A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906 has been provided to Salem Communications Corporation and will be retained by Salem Communications Corporation and furnished to the Securities and Exchange Commission or its staff upon request.
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION
1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF
2002
The undersigned hereby certifies, in his capacity as Senior Vice President and Chief Financial Officer of Salem Communications Corporation (the “Company”), for purposes of 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that based on his knowledge:
-
the Quarterly Report of the Company on Form 10-Q for the period ended September 30, 2004 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and
-
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Dated: February 8, 2005 | |||
| By: /s/ DAVID A.R. EVANS | |||
|
|
|||
| David A.R. Evans | |||
| Executive Vice President and Chief Financial Officer | |||
A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906 has been provided to Salem Communications Corporation and will be retained by Salem Communications Corporation and furnished to the Securities and Exchange Commission or its staff upon request.