FAIR VALUE MEASUREMENTS (Tables)

12 Months Ended

Dec. 31, 2024

Schedule of fair values of our financial assets and liabilities measured at fair value on a recurring basis

As of December 31, 2024 and 2023, respectively, 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 December 31, 2024
Liabilities subject to fair value measurement:
Employment Agreement Award (a)	$	10,426	$	—	$	—	$	10,426

Mezzanine equity subject to fair value measurement:
Redeemable non-controlling interests (b)	$	7,988	$	—	$	—	$	7,988

Assets subject to fair value measurement:
Cash equivalents - money market funds (c)	$	102,258	$	102,258	$	—	$	—

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 4.0% 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 a combination of a discounted cash flow and a guideline public company methodology. Significant inputs to the discounted cash flow analysis include revenue growth rates, future operating profit margins and discount rate.

(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.

Schedule of changes in Level 3 liabilities measured at fair value on a recurring basis

There were no transfers within Level 1, 2, or 3 during the years ended December 31, 2024 and 2023. The following table presents the changes in Level 3 assets and liabilities measured at fair value on a recurring basis for the years ended December 31, 2024 and 2023:


	Employment Agreement Award		Redeemable Non-controlling Interests		Available- for-Sale Securities(1)
	(in thousands)
Balance at December 31, 2022	$	25,741	$	25,298	$	136,826
Net income attributable to redeemable non-controlling interests	—		2,530		—
Dividends paid to redeemable non-controlling interests	—		(4,401)		—
Distribution	(2,940)		—		—
Sale of available-for-sale securities	—		—		(136,826)
Change in fair value (*)	169		(6,907)		—
Balance at December 31, 2023	$	22,970	$	16,520	$	—
Net income attributable to redeemable non-controlling interests	—		1,215		—
Dividends paid to redeemable non-controlling interests	—		(1,799)		—
Distribution	(2,146)		—		—
Purchase of ownership interest in Reach Media	—		(7,603)		—
Change in fair value (*)	(10,398)		(345)		—
Balance at December 31, 2024	$	10,426	$	7,988	$	—

(*) Amount of total income (losses) for the period included in earnings attributable to the change in unrealized (gains) losses relating to assets and liabilities still held at the reporting date.

(1) On March 8, 2023, Radio One Entertainment Holdings, LLC (“ROEH”), a wholly owned subsidiary of the Company, issued a put notice (the “Put Notice”) with respect to one hundred percent (100%) of its interest (the “Put Interest”) in MGMNH. On April 21, 2023, ROEH closed on the sale of the Put Interest and the Company received approximately $136.8 million in proceeds from the sale of the available-for-sale debt security and recognized a pre-tax gain of $96.8 million, which is included in other income, net on the consolidated statements of operations. The cost of the available for sale security sold was determined using the specific identification method.

Schedule of significant unobservable input value

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:

As of
December 31,
2024

As of
December 31,
2023

Level 3 liabilities

Valuation Technique

Significant
Unobservable
Inputs

Significant Unobservable
Input Value

Employment Agreement Award

Discounted cash flow

Discount rate

11.5

10.0

Employment Agreement Award

Discounted cash flow

Operating profit margin range

27.0% - 34.4%

35.0% - 42.3%

Employment Agreement Award

Discounted cash flow

Revenue growth rate range

(12.2)% - 1.9%

(2.1)% - 2.5%

Employment Agreement Award

Market Approach

Average recurring EBITDA multiple

4.5x

6.3x - 6.5x

Redeemable non-controlling interests

Discounted cash flow

Discount rate

20.5

12.5

Redeemable non-controlling interests

Discounted cash flow

Operating profit margin range

30.9% - 34.0%

24.5% - 31.9%

Redeemable non-controlling interests

Discounted cash flow

Revenue growth rate range

(5.1)% - 19.7%

1.2% - 16.5%

Redeemable non-controlling interests

Market Approach

Exit multiple

4.0x