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FAIR VALUE MEASUREMENTS
 6 Months Ended
Jun. 30, 2024
Fair Value Disclosures [Abstract]  
FAIR VALUE MEASUREMENTS FAIR VALUE MEASUREMENTS
The Company reports financial and non-financial assets and liabilities measured at fair value on a recurring and non-recurring basis under the provisions of ASC 820, “Fair Value Measurement” (“ASC 820”) which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements.
The fair value framework requires the categorization of assets and liabilities into three levels based upon the assumptions (inputs) used to price the assets or liabilities. Level 1 provides the most reliable measure of fair value, whereas Level 3 generally requires significant management judgment. The three levels are defined as follows:
Level 1: Inputs are unadjusted quoted prices in active markets for identical assets and liabilities that can be accessed at the measurement date.
Level 2: Observable inputs other than those included in Level 1 (i.e., quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets).
Level 3: Unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability.
A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value instrument.
As of June 30, 2024 and December 31, 2023, the fair values of the Company’s financial assets and liabilities measured at fair value on a recurring basis are categorized as follows:
Total
Level 1
Level 2
Level 3
(In thousands)
As of June 30, 2024
Liabilities subject to fair value measurement:
    
Employment Agreement Award(a)
$16,707 $— $— $16,707 
Mezzanine equity subject to fair value measurement:
    
Redeemable non-controlling interests(b)
$9,071 $— $— $9,071 
Assets subject to fair value measurement:
    
Cash equivalents-money market funds(c)
$102,807 $102,807 $— $— 
As of December 31, 2023    
Liabilities subject to fair value measurement:
    
Employment Agreement Award(a)
$22,970 $— $— $22,970 
Mezzanine equity subject to fair value measurement:
    
Redeemable non-controlling interests(b)
$16,520 $— $— $16,520 
Assets subject to fair value measurement:
    
Cash equivalents-money market funds(c)
$193,769 $193,769 $— $— 
(a)Pursuant to an employment agreement, the Chief Executive Officer (“CEO”) is eligible to receive an award (the “Employment Agreement Award”) amount equal to approximately 4% of any proceeds from distributions or other liquidity events in excess of the return of the Company’s aggregate investment in TV One. The Company reviews the factors underlying this award at the end of each reporting period including the valuation of TV One (based on the estimated enterprise fair value of TV One as determined by the income approach using a discounted cash flow analysis and the market approach using comparable public company multiples). Significant inputs to the discounted cash flow analysis include revenue growth rates, future operating profit, and discount rate. Significant inputs to the market approach include publicly held peer companies and recurring EBITDA multiples. On April 3, 2024, the Company entered into an employment agreement with Alfred C. Liggins, III, President and Chief Executive Officer, consistent with the terms approved by the Company’s Compensation Committee. The terms of the new employment agreements are effective as of January 1, 2022.
(b)The fair value is measured using an exit price methodology. Significant inputs to the exit price analysis include revenue growth rates, future operating profit margins, discount rate and an exit multiple.
(c)The Company measures and reports its cash equivalents that are invested in money market funds and valued based on quoted market prices which approximate cost due to their short-term maturities.
There were no transfers within Level 1, 2, or 3 during the six months ended June 30, 2024 and 2023. The following table presents the changes in Level 3 liabilities measured at fair value on a recurring basis for the six months ended June 30, 2024 and 2023:
Employment
Agreement
Award
Redeemable
Non-controlling
Interests
(In thousands)
Balance as of December 31, 2023$22,970$16,520
Net income attributable to non-controlling interests
—576
Purchase of ownership interest in Reach Media
—(7,603)
Dividends paid to non-controlling interests
—(1,799)
Change in fair value(a)
(6,263)1,377
Balance as of June 30, 2024$16,707$9,071
Employment
Agreement
Award
Redeemable
Non-controlling
Interests
(In thousands)
Balance as of December 31, 2022$25,741$25,298
Net income attributable to non-controlling interests
—1,303
Dividends paid to non-controlling interests
—(2,001)
Change in fair value(a)
(1,818)(313)
Balance as of June 30, 2023$23,923$24,287
(a)Amount of total income/(losses) for the period included in earnings attributable to the change in unrealized (gains) losses relating to liabilities still held at the reporting date.
Changes in the fair value of the Employment Agreement Award were recorded in the condensed consolidated statements of operations as corporate selling, general and administrative expenses for the six months ended June 30, 2024 and 2023. The long-term portion is recorded in other long-term liabilities and the current portion is recorded in other current liabilities in the condensed consolidated balance sheets.
For Level 3 liabilities measured at fair value on a recurring basis, the significant unobservable inputs used in the fair value measurements were as follows:
June 30,
2024		December 31,
2023
Level 3 liabilities
Valuation Technique
Significant
Unobservable
Inputs
Significant Unobservable
Input Value(a)
Employment Agreement Award
Discounted cash flow
Discount rate
13.0 %10.0 %
Employment Agreement Award
Discounted cash flow
Operating profit margin range
 38.0% - 41.2 %
35.0% - 42.3 %
Employment Agreement Award
Discounted cash flow
Revenue growth rate range
(2.1)% - 2.5 %
(2.1)% - 2.5 %
Employment Agreement Award
Market approach
Average recurring EBITDA multiple
4.5 x
6.3 - 6.5 x
Redeemable non-controlling interests
Discounted cash flow
Discount rate
N/A12.5 %
Redeemable non-controlling interests
Discounted cash flow
Operating profit margin range
N/A
24.5% - 31.9 %
Redeemable non-controlling interests
Discounted cash flow
Revenue growth rate range
N/A
1.2% - 16.5 %
Redeemable non-controlling interests
Discounted cash flow
Exit multiple
N/A4.0 x
(a)Any significant increases or decreases in unobservable inputs could result in significantly higher or lower fair value measurements. Changes in fair value measurements, if significant, may affect the Company’s performance of cash flows.

Certain assets and liabilities are measured at fair value on a non-recurring basis using Level 3 inputs as defined in ASC 820. These assets are not measured at fair value on an ongoing basis but are subject to fair value adjustments only in certain circumstances. Included in this category are goodwill, radio broadcasting licenses and other intangible assets, net, which are written down to fair value when they are determined to be impaired, as well as content assets that are periodically written down to net realizable value. See Note 13 – Goodwill and Radio Broadcasting Licenses of the Company's condensed consolidated financial statements for further discussion.
Financial Instruments
As of June 30, 2024, and December 31, 2023, the Company’s financial instruments consisted of cash and cash equivalents, restricted cash, trade accounts receivable, asset-backed credit facility, and long-term debt. The carrying amounts approximated fair value for each of these financial instruments as of June 30, 2024, and December 31, 2023, except for the Company’s long-term debt. On January 25, 2021, the Company borrowed $825.0 million in aggregate principal amount of senior secured notes due February 2028 and bearing interest at a rate of 7.375% (the “2028 Notes”). The 2028 Notes had a carrying value of approximately $614.5 million and fair value of approximately $477.8 million as of June 30, 2024, and had a carrying value of approximately $725.0 million and fair value of approximately $616.3 million as of December 31, 2023. The fair values of the 2028 Notes, classified as a Level 2 instrument, were determined based on the trading values of this instrument in an inactive market as of the reporting date. There were no borrowings outstanding on the Company’s asset-backed credit facility as of June 30, 2024, and December 31, 2023.