Salem Media Group, Inc. Annual report pursuant to Section 13 and 15(d)

Annual report pursuant to Section 13 and 15(d)

ACQUISITIONS AND RECENT TRANSACTIONS (Tables)

ACQUISITIONS AND RECENT TRANSACTIONS (Tables)

12 Months Ended

Dec. 31, 2017

Summary of Business Acquisitions and Asset Purchased

A summary of our business acquisitions and asset purchases during the year ended December 31, 2017, none of which were individually or in the aggregate material to our consolidated financial position as of the respective date of acquisition, is as follows:

Acquisition Date	Description	Total Cost
		(Dollars in thousands)
November 22, 2017	WWRC-AM (formerly WSPZ-AM) in Bethesda, Maryland (business acquisition)	$	620
September 15, 2017	Real property of radio station WSPZ-AM in Bethesda, Maryland (business acquisition)		1,500
August 31, 2017	TeacherTube.com (business acquisition)		1,100
August 31, 2017	Intelligence Reporter newsletter (business acquisition)
July 24, 2017	FM Translator construction permit, Eaglemount, Washington (asset acquisition)		40
July 6, 2017	TradersCrux.com (business acquisition)		298
June 28, 2017	FM Translator construction permit, Festus, Missouri (asset acquisition)		40
June 8, 2017	Portuguese Bible Mobile Applications (business acquisition)		82
March 15, 2017	Prayers for Special Help (business acquisition)		245
March 14, 2017	FM Translator construction permit, Quartz Site, Arizona (asset purchase)		20
March 1, 2017	FM Translator construction permit, Roseburg, Oregon (asset purchase)		45
January 16, 2017	FM Translator, Astoria, Oregon (asset purchase)		33
January 1, 2017	FM Translator construction permit, Mohave Valley, Arizona (asset purchase)		20
		$	4,043

A summary of our business acquisitions and asset purchases during the year ended December 31, 2016, none of which were individually or in the aggregate material to our consolidated financial position as of the respective date of acquisition, is as follows:

Acquisition Date	Description	Total Consideration
		(Dollars in thousands)
December 31, 2016	FM translator, Aurora, Florida (asset purchase)	$	50
December 31, 2016	FM translator, Port St. Lucie, Florida (asset purchase)		50
December 14, 2016	FM translator, Rhinelander, Wisconsin (asset purchase)		50
December 8, 2016	FM translator, Little Fish Lake Valley, California (asset purchase)		44
December 1, 2016	FM translator, Lake Placid, Florida (asset purchase)		35
December 1, 2016	Christian Concerts Alerts, LLC (asset purchase)		150
November 22, 2016	FM translator construction permit, Kihei, Hawaii (asset purchase)		55
November 22, 2016	FM translator construction permit, Lahaina, Hawaii (asset purchase)		55
November 22, 2016	FM translator, Crested Butte, Colorado (asset purchase)		39
November 21, 2016	FM translator, Dansville, New York (asset purchase)		75
November 21, 2016	FM translator, Carbondale, Pennsylvania (asset purchase)		75
November 11, 2016	FM translator construction permit, Kingsville, Texas (asset purchase)		50
November 7, 2016	FM translator, Sebring, Florida (asset purchase)		77
October 20, 2016	KXFN-AM, St. Louis, Missouri (business acquisition)		190
October 20, 2016	FM translator construction permit, Angola, Indiana (asset purchase)		50
October 20, 2016	FM translator construction permit, Cofax, Indiana (asset purchase)		55
October 20, 2016	FM translator construction permit, Battle Creek, Michigan (asset purchase)		50
October 19, 2016	FM translator construction permit Palm Coast, Florida purchased from a related party (asset purchase)		65
October 17, 2016	Historyonthenet.com and Authentichistory.com (asset purchase)		85
October 12, 2016	FM translator Lake City, Florida purchased from a related party (asset purchase)		65
September 13, 2016	Mike Turner’s investment products and domain names (business acquisition)		416
August 1, 2016	Mill City Press and Bookprinting.com (business acquisition)		3,515
June 20, 2016	FM translator, Columbus, Ohio (asset purchase)		345
June 10, 2016	FM translator, Amherst, New York (asset purchase)		60
June 8, 2016	FM translator construction permit, Charlotte, Michigan (asset purchase)		50
June 3, 2016	FM translator construction permit, Atwood, Kentucky (asset purchase)		88
May 13, 2016	FM translator construction permit, Kerrville, Texas (asset purchase)		50
May 2, 2016	FM translator, Lincoln, Maine (asset purchase)		100
April 29, 2016	FM translator construction permit, Emporia, Kansas (asset purchase)		25
April 1, 2016	Retirement Watch (business acquisition)		100
March 8, 2016	King James Bible mobile applications (business acquisition)		4,000
Various	Purchase of other domain names and assets (asset purchases)		6
		$	10,120

Summary of Total Acquisition Consideration

The following table summarizes the total acquisition consideration for the year ended December 31, 2017:

Description	Total Consideration
	(Dollars in thousands)
Cash payments made upon closing	$	3,972
Escrow deposits paid in prior years		35
Present value of estimated fair value of contingent earn-out consideration		36
Total purchase price consideration	$	4,043

The following table summarizes the total acquisition consideration for the year ended December 31, 2016:

Description	Total Consideration
	(Dollars in thousands)
Cash payments made upon closing	$	8,414
Deferred payments		1,640
Present value of estimated fair value of contingent earn-out consideration		66
Total acquisition consideration	$	10,120
Gain on bargain purchase		95
Fair value of net assets acquired	$	10,215

Total Acquisition Consideration Allocated

The fair value of the net assets acquired was allocated as follows:

	Net Broadcast		Net Digital Media		Total Net
	Assets Acquired		Assets Acquired		Assets Acquired
	(Dollars in thousands)
Assets
Property and equipment	$	1,915	$	479	$	2,394
Broadcast licenses		389				389
Goodwill		14		810		824
Customer lists and contracts				314		314
Domain and brand names				647		647
Subscriber base and lists				2,316		2,316
Non-compete agreements				11		11
	$	2,318	$	4,577	$	6,895
Liabilities
Deferred revenue	$			(2,852)		(2,852)
	$	2,318	$	1,725	$	4,043

The fair value of the net assets acquired was allocated as follows:

	Net Broadcast		Net Digital Media		Net Publishing		Net Total
	Assets Acquired		Assets Acquired		Assets Acquired		Assets Acquired
	(Dollars in thousands)
Assets
Trade accounts receivable, net of allowances of $42	$		$		$	166	$	166
Property and equipment		224		405		271		900
Broadcast licenses		1,719						1,719
Goodwill				237		845		1,082
Domain and brand names				1,129		2,121		3,250
Customer lists and contracts				2,576				2,576
Subscriber base and lists				675				675
Author relationships						526		526
Non-compete agreements				289		716		1,005
Liabilities
Deferred revenue				(642)		(1,042)		(1,684)
	$	1,943	$	4,669	$	3,603	$	10,215