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FAIR VALUE MEASUREMENTS | 3 Months Ended
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Mar. 31, 2025
Fair Value Disclosures [Abstract] |
FAIR VALUE MEASUREMENTS | 5. 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. As of March 31, 2025 and December 31, 2024, 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 March 31, 2025 |  |  |  |  |  |  |
Liabilities subject to fair value measurement: |  |  |  |  |  |  |
Employment Agreement Award(a) | $ | 11,063 |  |  | $ | — |  |  | $ | — |  |  | $ | 11,063 |
Mezzanine equity subject to fair value measurement: |  |  |  |  |  |  |
Redeemable non-controlling interests(b) | $ | 3,718 |  |  | $ | — |  |  | $ | — |  |  | $ | 3,718 |
Assets subject to fair value measurement: |  |  |  |  |  |  |
Cash equivalents - money market funds (c) | $ | 71,257 |  |  | $ | 71,257 |  |  | $ | — |  |  | $ | — |
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 |  |  | $ | — |  |  | $ | — |
(a) On April 3, 2024, the Company entered into an employment agreement with Alfred C. Liggins, III, President and Chief Executive Officer (“CEO”) pursuant to which he 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. The terms of the new employment agreement were effective as of January 1, 2022. (b) The fair value is measured using a discounted cash flow methodology. Significant inputs to the discounted cash flow analysis include revenue growth rates, future operating profit margins, discount rate and terminal growth 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. There were no transfers within Level 1, 2, or 3 during the three months ended March 31, 2025 and 2024. The following table presents the changes in Level 3 liabilities measured at fair value on a recurring basis for the three months ended March 31, 2025 and 2024:
| Employment Agreement Award |  | Redeemable Non-controlling Interests
| (In thousands)
Balance as of December 31, 2024 | $ | 10,426 |  | $ | 7,988
Net income attributable to redeemable non-controlling interests | — |  | 3
Distributions | — |  | — |
Purchase of ownership interest in Reach Media | — |  | (3,232) |
Dividends paid to redeemable non-controlling interests | — |  | (936) |
Change in fair value(a) | 637 |  |  | (105)
Balance as of March 31, 2025 | $ | 11,063 |  | $ | 3,718
| Employment Agreement Award |  | Redeemable Non-controlling Interests
| (In thousands)
Balance as of December 31, 2023 | $ | 22,970 |  | $ | 16,520
Net income attributable to redeemable non-controlling interests | — |  | 242
Purchase of ownership interest in Reach Media | — |  | (7,603) |
Dividends paid to redeemable non-controlling interests | — |  | (1,799) |
Change in fair value(a) | (23) |  |  | 1,004
Balance as of March 31, 2024 | $ | 22,947 |  | $ | 8,364
(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 selling, general and administrative expenses for the three months ended March 31, 2025 and 2024. 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:
|  |  |  |  |  | March 31, 2025 |  | December 31, 2024 |
Level 3 liabilities |  | Valuation Technique |  | Significant Unobservable Inputs |  | Significant Unobservable Input Value(a) |
Employment Agreement Award |  | Discounted cash flow |  | Discount rate |  | 11.5 | % |  | 11.5 | % |
Employment Agreement Award |  | Discounted cash flow |  | Operating profit margin range |  | 27.1% - 34.4% |  | 27.0% - 34.4% |
Employment Agreement Award |  | Discounted cash flow |  | Revenue growth rate range |  | (11.6)% - 1.9% |  | (12.2)% - 1.9% |
Employment Agreement Award |  | Market approach |  | Average recurring EBITDA multiple |  | 4.5x - 5.0x |  | 4.5x |
Redeemable non-controlling interests |  | Discounted cash flow |  | Discount rate |  | 20.5 | % |  | 20.5 | % |
Redeemable non-controlling interests |  | Discounted cash flow |  | Operating profit margin range |  | 30.9% - 34.0% |  | 30.9% - 34.0% |
Redeemable non-controlling interests |  | Discounted cash flow |  | Revenue growth rate range |  | (5.1)% - 19.7% |  | (5.1)% - 19.7% |
Redeemable non-controlling interests |  | Discounted cash flow |  | EBITDA Exit multiple |  | 4.0x |  | 4.0 | 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 9 – Goodwill and Other Intangible Assets of the Company's condensed consolidated financial statements for further discussion. Financial Instruments As of March 31, 2025 and December 31, 2024, 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 March 31, 2025 and December 31, 2024, except for the Company’s long-term debt, which is disclosed in Note 10 - Long-Term Debt.

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- Definition The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information. + References Reference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 107 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482078/820-10-55-107 Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 100 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482078/820-10-55-100 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (c)(3) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2E -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2E Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (h) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (e) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (h) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2 Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (g) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2 Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 940 -SubTopic 820 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478119/940-820-50-1 + Details
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