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

Quarterly report pursuant to Section 13 or 15(d)

Recent Transactions

Recent Transactions

6 Months Ended

Jun. 30, 2022

Text Block [Abstract]

Recent Transactions

NOTE 3. RECENT TRANSACTIONS

During the

six-month

period ended June 30, 2022, we completed or entered into the following transactions:

Debt Transactions

We completed repurchases of our 2024 Notes as follows:


Date	Principal Repurchased		Cash Paid		% of Face Value			Bond Issue Costs		Net Gain (Loss)

	(Dollars in thousands)
June 13, 2022	$	5,000	$	4,947		98.95	%	$	35	$	18
June 10, 2022		3,000		2,970		99.00	%		21		9
June 7, 2022		2,464		2,446		99.25	%		17		1
May 17, 2022		2,525		2,500		99.00	%		18		7
January 12, 2022		2,500		2,531		101.26	%		22		(53	)

Acquisitions

On May 2, 2022, we acquired websites and the related assets of Retirement Media for $0.2 million in cash. We recorded goodwill of approximately $2,400 associated with the expected synergies to be realized upon combining the operations into our digital media platform within Eagle Financial Publications. The accompanying Condensed Consolidated Statement of Operations reflects the operating results of this entity as of the closing date within our digital media segment.

On February 15, 2022, we closed on the acquisition of radio station

WLCC-AM

and an FM translator in the Tampa, Florida market for $0.6 million of cash. The WLCC transmitter site will be used to broadcast radio station

WTBN-AM

due to the sale of land housing the

WTBN-AM

transmitter.

The total purchase price consideration for our business acquisitions and asset purchases during the

six-month

period ending June 30, 2022, is as follows:


Description	Total Consideration
	(Dollars in thousands)
Cash payments made upon closing	$	738
Escrow deposits paid in prior years		60

Total purchase price consideration	$	798

The allocations presented in the table below are based upon estimates of the fair values using valuation techniques including income, cost, and market approaches. The following preliminary purchase price allocations are based upon the valuation of assets and these estimates and assumptions are subject to change as we obtain additional information during the measurement period, which may be up to one year from the acquisition date. Differences between the preliminary and final valuation could be substantially different from the initial estimate.


		Net Broadcast Assets		Net Digital Media Assets		Total Net Assets
Assets
	Property and equipment	$	418		166		584
	Broadcast licenses		190		—		190
	Goodwill		—		2		2
	Domain and brand names		—		11		11
	Non-Compete agreement		—		11		11

		$	608	$	190	$	798

Divestitures

On June 27, 2022, we sold 9.3 acres of land in the Denver area for $8.2 million resulting in a

pre-tax

gain of $6.5 million. The land was being used as the transmitter site for radio stations

KRKS-AM

and

KBJD-AM

and was an integral part of our broadcast operations for these stations. We will continue broadcasting both

KRKS-AM

and

KBJD-AM

from this site.

On May 25, 2022, we sold radio stations

WFIA-AM,

WFIA-FM

and

WGTK-AM

in Louisville, Kentucky for $4.0 million with credits applied from amounts previously paid, including a portion of the monthly fees paid under a Time Brokerage Agreement (“TBA”). We recorded a

pre-tax

gain of $0.5 million.

On January 10, 2022, we closed on the sale of 4.5 acres of land in Phoenix, Arizona for $2.0 million in cash. The land was being used as the transmitter site for radio station

KXXT-AM

and was an integral part of our broadcast operations for that station. We recorded a

pre-tax

gain of $1.8 million on the sale and had access to the land for 90-days

to relocate our transmitter equipment for KXXT-AM.

We continue to operate radio station KXXT-AM with a similar broadcast signal.

Pending Transactions

On June 2, 2021, we entered into an Asset Purchase Agreement (“APA”) to acquire radio station

KKOL-AM

in Seattle, Washington for $0.5 million. We paid $0.1 million in cash into an escrow account, and we began operating the station under an Local Marketing Agreement (“LMA”) on June 7, 2021. We expect this transaction to close in the latter half of 2022.