Salem Media Group, Inc. Quarterly report pursuant to Section 13 or 15(d)

Quarterly report pursuant to Section 13 or 15(d)

ACQUISITIONS AND RECENT TRANSACTIONS (Tables)

ACQUISITIONS AND RECENT TRANSACTIONS (Tables)

3 Months Ended

Mar. 31, 2014

Summary of Business Acquisitions and Asset Purchases

A summary of our business acquisitions and asset purchases for the three months ended March 31, 2014, none of which were material to our Condensed Consolidated financial position as of the respective date of acquisition, is as follows:


Acquisition Date	Description	Total Cost
		(Dollars in thousands)
February 7, 2014	KDIS-FM, Little Rock Arkansas and KRDY-AM, San Antonio, Texas (business acquisition)	$	1,984
January 10, 2014	Eagle Publishing (business acquisition)		10,628
Various	Purchase of Internet domains (asset purchases)		173

		$	12,785

Summary of Total Acquisition Consideration

The following table summarizes the total acquisition consideration for the three months ended March 31, 2014:


Description	Total Consideration
	(Dollars in thousands)
Cash payments	$	5,957
Escrow deposits paid in prior years		200
Deferred cash payments made related to prior year acquisition		(100	)
Present value of deferred cash payments (due 2015)		2,392
Present value of deferred cash payments (due 2016)		2,289
Present value of estimated fair value of contingent earn-out consideration		2,047

Total purchase price consideration	$	12,785

Total Acquisition Consideration Allocated

The total acquisition consideration was allocated to the net assets acquired as follows:


	Broadcast Assets Acquired		Internet Assets Acquired			Publishing Assets Acquired			Net Assets Acquired
	(Dollars in thousands)
Assets
Property and equipment	$	195	$	929		$	3,929		$	5,053
Developed websites		—		539			38			577
Broadcast licenses		1,771		—			—			1,771
Goodwill		18		2,128			189			2,335
Customer lists and contracts		—		2,232			509			2,741
Domain and brand names		—		1,872			827			2,699
Subscriber base and lists		—		2,446			—			2,446
Author relationships		—		—			1,682			1,682
Non-compete agreements		—		79			66			145
Liabilities
Deferred revenue & royalties assumed		—		(3,779	)		(2,885	)		(6,664	)

	$	1,984	$	6,446		$	4,355		$	12,785

Loss from Discontinued Operations

The following table sets forth the components of the loss from discontinued operations:


	Three Months Ended March 31, 2013
	(Dollars in thousands)
Net revenues	$	—
Operating expenses		(16	)

Operating loss	$	(16	)
Benefit from income taxes		(5	)

Loss from discontinued operations, net of tax	$	(11	)

- Definition

Tabular disclosure of disposal groups, which may include the gain (loss) recognized in the income statement and the income statement caption that includes that gain (loss), amounts of revenues and pretax profit or loss reported in discontinued operations, the classification and carrying value of the assets and liabilities comprising the disposal group, and the segment in which the disposal group was reported. Also may include the amount of adjustments to amounts previously reported in discontinued operations such as resolution of contingencies arising from the disposal transaction or the operations of the component prior to disposal.

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