SALEM MEDIA GROUP, INC. /DE/ — fact timeline

SALEM MEDIA GROUP, INC. /DE/ amended Letter Amendment and Consent with Siena Lending Group LLC (effective 2024-01-19).

“On January 19, 2024, Salem Media Group, Inc. (the “ Company” ) and Siena Lending Group LLC (the “ Lender ”) entered into a Letter Amendment and Consent (the “ Amendment Letter ”) amending that certain Loan and Security Agreement (the “ Loan and Security Agreement ”), dated as of December 26, 2023, by and among the Lender, the Company and certain subsidiaries of the Company (collectively with the Company, the “ Borrowers ”).”

SALEM MEDIA GROUP, INC. /DE/ received a nasdaq delisting notice notice regarding minimum bid price (rules 5450(a)(1)).

“December 22, 2023, the Corporation received written notice from Nasdaq notifying the Corporation that it has not regained compliance with Nasdaq Listing Rule 5450(a)(1) and that the Class A Common Stock is subject to delisting from Nasdaq and is scheduled for delisting at the opening of business on January 3, 2024, and that a Form 25-NSE will be filed with the SEC, unless the Corporation (i) submits an on-line application to transfer its Class A Common Stock to The Nasdaq Capital Market by December 29, 2023, or (ii) appeals such determination by requesting a hearing to the Nasdaq Hearings Pane”

SALEM MEDIA GROUP, INC. /DE/ entered into First Amendment to Intercreditor Agreement with Siena Lending Group LLC (effective 2023-12-26).

“On December 26, 2023, in connection with the New Revolving Facility, the New Revolving Lender and U.S. Bank National Association, as collateral agent with respect to the Company’s 7.125% Senior Secured Notes due 2028, entered into a First Amendment to Intercreditor Agreement (the “ Intercreditor Agreement Amendment ”), acknowledged by the Company and its subsidiaries, which amends the Intercreditor Agreement, dated as of May 19, 2017, originally entered into by the Prior Revolving Agent and U.S. Bank National Association, as notes collateral agent (as amended, supplemented or otherwise modified, including pursuant to the Intercreditor Agreement Amendment, the “ Intercreditor Agreement ”).”

SALEM MEDIA GROUP, INC. /DE/ terminated Prior Revolving Facility with Wells Fargo Bank, National Association (effective 2023-12-26).

“On December 26, 2023, the Company terminated its existing credit facility (the “ Prior Revolving Facility ”) with Wells Fargo Bank, National Association, as administrative agent (the “ Prior Revolving Agent ”), using the proceeds from borrowings under the Loan and Security Agreement to repay all amounts outstanding under the Prior Revolving Facility.”

SALEM MEDIA GROUP, INC. /DE/ entered into Loan and Security Agreement with Siena Lending Group LLC valued at $26,000,000 (effective 2023-12-26).

“On December 26, 2023, Salem Media Group, Inc. (the “ Company” ) and its subsidiaries entered into a Loan and Security Agreement (the “ Loan and Security Agreement ”) with Siena Lending Group LLC, as lender (the “ New Revolving Lender ”), pursuant to which the Company obtained $26,000,000 of senior secured revolving credit commitments (the “ New Revolving Facility ”).”

SALEM MEDIA GROUP, INC. /DE/ amended "Credit Agreement" with Wells Fargo Bank, National Association, as administrative agent (effective 2023-12-01).

“Salem Media Group, Inc. (the “ Company” ) and certain subsidiaries of the Company party to the Credit Agreement and the Forbearance Agreement (each as defined below) (together with the Company, the “ Loan Parties” ) entered into an Amendment Number Eleven to Credit Agreement and Amendment to Forbearance Agreement and Amendment Number Seven to Credit Agreement and Amendment Number One to Guaranty and Security Agreement, dated as of December 1, 2023 (the “ Amendment” ), with the lenders party thereto (the “ Lenders” ), and Wells Fargo Bank, National Association, as administrative agent (the “ Agent” ).”

SALEM MEDIA GROUP, INC. /DE/ reported the nine months ended September 30, 2023 results: revenue $192.8 million, net income $43.5 million, or $1.60 net loss per share, EPS $1.60 net loss per share.

“2022. Year to Date 2023 Results For the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022: Consolidated • Total revenue decreased 2.7% to $192.8 million from $198.2 million; • Total operating expenses increased 21.9% to $237.3 million from $194.6 million; • Operating expenses, excluding gains or losses on the disposition of”

SALEM MEDIA GROUP, INC. /DE/ reported the quarter ended September 30, 2023 results: revenue $63.5 million, net income $31.3 million, or $1.15 net loss per share, EPS $1.15 net loss per share.

“of operations for the quarter ended September 30, 2023. --- EX-99.1 (EX-99.1) --- EX-99.1 Exhibit 99.1 SALEM MEDIA GROUP, INC. ANNOUNCES THIRD QUARTER 2023 TOTAL REVENUE OF $63.5 MILLION IRVING, TX November 13, 2023 – Salem Media Group, Inc. (the “company”) (Nasdaq: SALM) released its results for the three and nine months ended September 30, 2023. Third Quarter”

SALEM MEDIA GROUP, INC. /DE/ amended Amendment with the lenders party thereto, and Wells Fargo Bank, National Association, as administrative agent (effective 2023-11-02).

“Salem Media Group, Inc. (the " Company ") and certain subsidiaries of the Company party to the Credit Agreement and the Forbearance Agreement (each as defined below) (together with the Company, the " Loan Parties ") entered into an Amendment Number Ten to Credit Agreement and Amendment to Forbearance Agreement and Amendment Number Seven to Credit Agreement and Amendment Number One to Guaranty and Security Agreement, dated as of November 2, 2023 (the " Amendment "), with the lenders party thereto (the " Lenders "), and Wells Fargo Bank, National Association, as administrative agent (the " Agent ").”

SALEM MEDIA GROUP, INC. /DE/ entered into Series A Preferred Membership Unit Purchase Agreement with Gloo Holdings, LLC (effective 2023-09-29).

“Salem and Gloo Holdings, LLC (“Gloo Holdings”) will enter into a “Series A Preferred Membership Unit Purchase Agreement” (“Membership Interest Purchase Agreement”) pursuant to which Gloo Holdings will issue 833,333 Series A Preferred Membership Units (the “Units”) to Salem.”

SALEM MEDIA GROUP, INC. /DE/ entered into Asset Purchase Agreement with Gloo Acquisition Corp I, LLC valued at $30,000,000 (effective 2023-09-29).

“On September 29, 2023, Salem Web Network, LLC (“SWN”), a subsidiary of Salem Media Group, Inc. (the “Company” or “Salem”) entered into an Asset Purchase Agreement (“APA”) to sell its Salem Church Products business to Gloo Acquisition Corp I, LLC (“Gloo”) for $30,000,000 (the “Transaction”).”

SALEM MEDIA GROUP, INC. /DE/ amended Amendment Number Nine to Credit Agreement and Amendment to Forbearance Agreement and Amendment Number Seven to Credit Agreement and Amendment Number One to Guaranty and Security Agreement with Wells Fargo Bank, National Association valued at extends forbearance period to November 3, 2023; requires availability of at least $5,000,000 from No (effective 2023-09-28).

“Salem Media Group, Inc. (the “ Company ”) and certain subsidiaries of the Company party to the Credit Agreement and the Forbearance Agreement (each as defined below) (together with the Company, the “ Loan Parties ”) entered into an Amendment Number Nine to Credit Agreement and Amendment to Forbearance Agreement and Amendment Number Seven to Credit Agreement and Amendment Number One to Guaranty and Security Agreement, dated as of September 28, 2023 (the “ Amendment ”), with the lenders party thereto (the “ Lenders ”), and Wells Fargo Bank, National Association, as administrative agent (the “ Agent ”).”

SALEM MEDIA GROUP, INC. /DE/ amended Amendment Number Eight to Credit Agreement and Amendment to Forbearance Agreement and Amendment Number Seven to Credit Agreement and Amendment Number One to Guaranty and Security Agreement with Wells Fargo Bank, National Association (effective 2023-08-30).

“Salem Media Group, Inc. (the “ Company ”) and certain subsidiaries of the Company party to the Credit Agreement and the Forbearance Agreement (each as defined below) (together with the Company, the “ Loan Parties ”) entered into an Amendment Number Eight to Credit Agreement and Amendment to Forbearance Agreement and Amendment Number Seven to Credit Agreement and Amendment Number One to Guaranty and Security Agreement, dated as of August 30, 2023 (the “ Amendment ”), with the lenders party thereto (the “ Lenders ”), and Wells Fargo Bank, National Association, as administrative agent (the “ Agent ”).”

SALEM MEDIA GROUP, INC. /DE/ amended Forbearance Agreement and Amendment Number Seven to Credit Agreement and Amendment Number One to Guaranty and Security Agreement with Wells Fargo Bank, National Association valued at Commitment reduced to $25,000,000; interest rate margin increased to Adjusted Term SOFR + 4.00% or b (effective 2023-08-07).

“Forbearance Agreement and Amendment Number Seven to Credit Agreement and Amendment Number One to Guaranty and Security Agreement, dated as of August 7, 2023 Salem Media Group, Inc. (the “ Company ”) and certain subsidiaries of the Company party to the Credit Agreement and the Guaranty and Security Agreement (each as defined below) (together with the Company, the “ Loan Parties ”) entered into a Forbearance Agreement and Amendment Number Seven to Credit Agreement and Amendment Number One to Guaranty and Security Agreement, dated as of August 7, 2023 (the “ Seventh Amendment ”), with the lenders party thereto (the “ Lenders ”), and Wells Fargo Bank, National Association, as administrative agent (the “ Agent ”).”

SALEM MEDIA GROUP, INC. /DE/ received a nasdaq deficiency notice notice regarding minimum bid price (rules 5450(a)(1)).

“June 23, 2023, Salem Media Group, Inc. (the “ Company ”) received a letter (the “ Letter ”) from The Nasdaq Stock Market (“ Nasdaq ”) informing the Company that its common stock, par value $0.01 per share (the “ Common Stock ”), failed to comply with the $1 minimum bid price required for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5450(a)(1) based upon the closing bid price of the Common Stock for the 32 consecutive business days prior to the date of the Letter. The Letter also indicated that the Company has a compliance period of 180 calendar days in which to rega”

SALEM MEDIA GROUP, INC. /DE/ shareholders approved Approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation at the 2023-05-17 meeting.

“Proposal # 3 – Approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation. The proposal to amend the Company’s Amended and Restated Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation was approved.”

SALEM MEDIA GROUP, INC. /DE/ shareholders approved Ratify the appointment of Moss Adams LLP as the Company’s independent registered public accounting firm at the 2023-05-17 meeting.

“Proposal # 2 – Proposal to ratify the appointment of Moss Adams LLP as the Company’s independent registered public accounting firm: The proposal to ratify the appointment of Moss Adams LLP as the Company’s independent registered public account firm was approved.”

SALEM MEDIA GROUP, INC. /DE/ shareholders approved Election of Directors at the 2023-05-17 meeting.

“Proposal # 1 – Election of Directors: Each of the nominees for directors were elected to serve a one (1) year term expiring at the Company’s 2024 Annual Meeting of Stockholders or until his or her successor is elected and qualified.”

SALEM MEDIA GROUP, INC. /DE/ reported the three months ended March 31, 2023 results: revenue $63.5 million, net income net loss of $5.2 million, or $0.19 net loss per share, EPS $0.19 net loss per share.

“of operations for the quarter ended March 31, 2023. --- EX-99.1 (EX-99.1) --- EX-99.1 Exhibit 99.1 SALEM MEDIA GROUP, INC. ANNOUNCES FIRST QUARTER 2023 TOTAL REVENUE OF $63.5 MILLION IRVING, TX May 9, 2023 – Salem Media Group, Inc. (the “company”) (Nasdaq: SALM) released its results for the three months ended March 31, 2023. First Quarter 2023 Results For the”

SALEM MEDIA GROUP, INC. /DE/ incurred senior notes of $44,685,000 with qualified institutional buyers at 7.125% per annum maturing 2028.

“On March 20, 2023, Salem Media Group, Inc. (the “ Company ”) issued and sold an aggregate principal amount of $44,685,000 in additional 7.125% Senior Secured Notes due 2028 (the “ Additional 2028 Notes ”) pursuant to an indenture, dated as of September 10, 2021 (the “ Base Indenture ”), as amended and supplemented by a supplemental indenture, dated as of March 20, 2023 (the “ First Supplemental Indenture ” and together with the Base Indenture, the “ 2028 Notes Indenture ”), among the Company, the guarantors named therein (the “ Subsidiary Guarantors ”) and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee (the “ Trustee ”) and collateral agent (the “ Collateral Agent ”).”

SALEM MEDIA GROUP, INC. /DE/ reported the quarter ended December 31, 2022 results: revenue $68.8 million, net income net loss of $2.2 million, EPS $0.08 net loss per share.

“Salem Media Group, Inc. (Nasdaq: SALM) released its results for the three and twelve months ended December 31, 2022. Fourth Quarter 2022 Results For the quarter ended December 31, 2022 compared to the quarter ended December 31, 2021: Consolidated • Total revenue decreased 0.5% to $68.8 million from $69.1 million”

SALEM MEDIA GROUP, INC. /DE/ reported the nine months ended September 30, 2022 results: revenue $198.2 million, net income $1.0 million, EPS $0.04 net loss per share.

“Year to Date 2022 Results For the nine months ended September 30, 2022 compared to the nine months ended September 30, 2021: Consolidated • Total revenue increased 4.8% to $198.2 million from $189.1 million; • Total operating expenses increased 19.2% to $194.6 million from $163.3 million; • Operating expenses, excluding stock-based compensation expense, debt modification costs, gains and losses on the sale or disposition of assets, legal settlement, impairments, depreciation expense and amortization expense (1) increased 9.2% to $176.6 million from $161.6 million; • The company’s operating income decreased 86.4% to $3.5 million from $25.8 million; • The company recognized $4.0 million in film distribution income from an unconsolidated equity investment; • The company had a net loss of $1.0 million, or $0.04 net loss per share compared to net income of $24.7 million, or $0.91 net income per diluted share; • EBITDA (1) decreased 63.6% to $17.0 million from $46.7 million; and • Adjusted E”

SALEM MEDIA GROUP, INC. /DE/ reported the quarter ended September 30, 2022 results: revenue $66.9 million, net income $11.9 million, EPS $0.44 net loss per share.

“Third Quarter 2022 Results For the quarter ended September 30, 2022 compared to the quarter ended September 30, 2021: Consolidated • Total revenue increased 1.3% to $66.9 million from $66.0 million; • Total operating expenses increased 50.7% to $75.6 million from $50.2 million; • Operating expenses, excluding stock-based compensation expense, debt modification costs, gains and losses on the sale or disposition of assets, legal settlement, impairments, depreciation expense and amortization expense (1) increased 10.3% to $60.8 million from $55.2 million; • The company had an operating loss of $8.8 million compared to operating income of $15.8 million; • The company recognized $0.1 million in film distribution income from an unconsolidated equity investment; • The company had a net loss of $11.9 million, or $0.44 net loss per share compared to net income of $22.1 million, or $0.81 net income per diluted share; • EBITDA (1) decreased to $(5.7) million from $30.2 million; and • Adjusted EBI”

Stuart W. Epperson, Jr. was appointed as Director at SALEM MEDIA GROUP, INC. /DE/.

“Stuart W. Epperson, Jr. will join the Board, filling the vacancy created by Mr. Epperson, Sr.’s resignation.”

Stuart W. Epperson, Sr. resigned as Chairman of the Board at SALEM MEDIA GROUP, INC. /DE/.

“Stuart W. Epperson, Sr., the Company’s current Chairman of the Board, will resign from the Board and transition to the position of Chairman Emeritus.”

David Evans was appointed as Chief Operating Officer at SALEM MEDIA GROUP, INC. /DE/.

“and David Evans as Chief Operating Officer”

David Santrella was appointed as Chief Executive Officer at SALEM MEDIA GROUP, INC. /DE/.

“the Company announced the appointment of David Santrella as Chief Executive Officer”

Edward G. Atsinger III changed role as Executive Chairman at SALEM MEDIA GROUP, INC. /DE/.

“Effective January 2, 2022, Edward G. Atsinger III, the Company’s current Chief Executive Officer, will transition to the newly created role of Executive Chairman of the Board of Directors.”