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

Annual report pursuant to Section 13 and 15(d)

SIGNIFICANT TRANSACTIONS (Tables)

SIGNIFICANT TRANSACTIONS (Tables)

12 Months Ended

Dec. 31, 2012

Income Loss from Discontinued Operations

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


	Year Ended December 31,
	2010			2011			2012
	(Dollars in thousands)
Net revenues	$	464		$	1,950		$	38
Operating expenses		536			2,793			196

Operating loss	$	(72	)	$	(843	)	$	(158	)
Impairment of assets used in discontinued operations		—			(382	)		—

Loss from discontinued operations	$	(72	)	$	(1,225	)	$	(158	)
Benefit from income taxes		(28	)		(484	)		(63	)

Loss from discontinued operations, net of tax	$	(44	)	$	(741	)	$	95

Acquisitions Two Thousand Twelve

Business Acquisitions and Asset Purchases

A summary of our business acquisitions and asset purchases for the year ended December 31, 2012, none of which were individually or in 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)
October 1, 2012	Godvine.com (business acquisition)	$	4,200
August 31, 2012	WLCC-AM, Tampa, Florida (business acquisition)		1,150
August 30, 2012	Sermonspice.com (business acquisition)		3,000
May 15, 2012	Churchangel.com and rchurch.com (asset purchase)		165
April 10, 2012	WKDL-AM, Warrenton, Virginia (business acquisition)		30
January 13, 2012	KTNO-AM, Dallas, Texas (business acquisition)		2,150

		$	10,695

Total Acquisition Consideration Allocated

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


	Broadcast Assets Acquired		Internet Assets Acquired			Net Assets Acquired
	(Dollars in thousands)
Asset
Property and equipment	$	2,235	$	289		$	2,524
Broadcast licenses		1,086		—			1,086
Goodwill		9		2,283			2,292
Customer lists and contracts		—		767			767
Software		—		309			309
Customer relationships		—		927			927
Domain and brand names		—		2,711			2,711
Non-compete		—		106			106
Liabilities
Subscriber liabilities assumed		—		(27	)		(27	)

	$	3,330	$	7,365		$	10,695

Acquisitions Two Thousand Eleven

Business Acquisitions and Asset Purchases

A summary of our business acquisitions for the year ended December 31, 2011, none of which were individually or in 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)
December 21, 2011	KTEK-AM, Houston, Texas	$	2,601
March 28, 2011	WorshipHouseMedia		6,000
March 14, 2011	WBZS-AM, Pawtucket, Rhode Island		550

		$	9,151

Total Acquisition Consideration Allocated

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


	Net Broadcast Assets Acquired		Net Internet Assets Acquired		Net Assets Acquired
	(Dollars in thousands)
Asset
Property and equipment	$	1,018	$	8	$	1,026
Broadcast licenses		2,130		—		2,130
Goodwill		3		2,143		2,146
Customer lists and contracts		—		80		80
Domain and brand names		—		457		457
Internally developed software		—		311		311
Customer relationships		—		2,451		2,451
Other amortizable intangible assets		—		550		550

	$	3,151	$	6,000	$	9,151

Acquisitions Two Thousand Ten

Business Acquisitions and Asset Purchases

A summary of our business acquisitions and asset purchases for the year ended December 31, 2010, none of which were individually or in 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)
February 12, 2010	HotAir.com (business acquisition)	$	2,000
June 8, 2010	GodTube.com (business acquisition)		2,500
August 3, 2010	WWRC-AM, Washington, D.C. (business acquisition)		3,090
September 1, 2010	Samaritan Fundraising (business acquisition)		800
Various	Purchase of various Internet domain names (asset purchases)		170

		$	8,560

Total Acquisition Consideration Allocated

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


	Net Broadcast Assets Acquired		Net Internet Assets Acquired			Net Assets Acquired
	(Dollars in thousands)
Asset
Property and equipment	$	71		88		$	159
Broadcast licenses		2,948		—			2,948
Goodwill		4		720			724
Customer lists and contracts		—		1,834			1,834
Domain and brand names		—		2,097			2,097
Affiliate agreements		—		450			450
Other amortizable intangible assets		67		281			348
Liabilities
Contingent consideration arrangement		—		(200	)		(200	)

	$	3,090		5,270		$	8,360

- Definition

Tabular disclosure of a material business combination completed during the period, including background, timing, and recognized assets and liabilities. This table does not include leveraged buyouts.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 141

-Paragraph 51

-Subparagraph a

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 141R

-Paragraph F4

-Subparagraph e

-Appendix F

Reference 3: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 805

-SubTopic 10

-Section 50

-Paragraph 2

-URI http://asc.fasb.org/extlink&oid=7659399&loc=d3e1392-128463

Reference 4: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 141R

-Paragraph 68

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 5: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 805

-SubTopic 10

-Section 50

-Paragraph 3

-URI http://asc.fasb.org/extlink&oid=7659399&loc=d3e1486-128463

Reference 6: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 141

-Paragraph 52

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

+ Details

- 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.

+ References + Details