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, 2013

Summary of Business Acquisitions and Asset Purchased

A summary of our business acquisitions and asset purchases for the year ended December 31, 2013, none of which were 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 10, 2013	Twitchy.com (business acquisition)	$1,536
December 9, 2013	EverythingInspirational.com (asset purchases)	400
September 23, 2013	Land San Antonio, Texas (asset purchase)	500
September 11, 2013	GodUpdates (asset purchase)	250
August 10, 2013	Christnotes.org (business acquisition)	500
February 15, 2013	WTOH-FM, Columbus, Ohio (business acquisition)	4,000
February 5, 2013	WGTK-FM, Greenville, South Carolina (business acquisition)	5,427
Various	Purchase of various intangible Internet assets (asset purchases)	207

		$12,820

Summary of Total Acquisition Consideration

The following table summarizes the total acquisition consideration for the year ending December 31, 2013:


Description	Total Consideration
	(Dollars in thousands)
Cash payments	$	7,477
Early repayment of principal on seller-financed note due 2014		2,000
Deferred cash payments (due 2014)		300
Net present value of deferred advertising credits		2,427
Fair value of contingent earn-out consideration		616

Total purchase price consideration	$	12,820

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)
Assets
Property and equipment	$	1,752	$	355	$	2,107
Broadcast licenses		7,429		—		7,429
Goodwill		37		393		430
Customer lists and contracts		—		359		359
Domain and brand names		—		1,687		1,687
Software		—		99		99
Favorable and assigned lease		709		—		709

	$	9,927	$	2,893	$	12,820

Income (Loss) from Discontinued Operations

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


	Year Ended December 31,
	2011			2012			2013
	(Dollars in thousands)
Net revenues	$	1,950		$	38		$	10
Operating expenses		2,793			196			72

Operating loss	$	(843	)	$	(158	)	$	(62	)
Impairment of assets used in discontinued operations		(382	)		—			—

Loss from discontinued operations	$	(1,225	)	$	(158	)	$	(62	)
Benefit from income taxes		(484	)		(63	)		(25	)

Loss from discontinued operations, net of tax	$	(741	)	$	95		$	(37	)

Acquisitions 2012

Summary of Business Acquisitions and Asset Purchased

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 Consideration
		(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

Summary of Total Acquisition Consideration

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 2011

Summary of Business Acquisitions and Asset Purchased

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 Consideration
		(Dollars in thousands)
December 21, 2011	KTEK-AM, Houston, Texas (business acquisition)	$	2,601
March 28, 2011	WorshipHouseMedia.com (business acquisition)		6,000
March 14, 2011	WBZS-AM, Pawtucket, Rhode Island (business acquisition)		550

		$	9,151

Summary of Total Acquisition Consideration

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

- 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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