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ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
6 Months Ended
Jun. 30, 2018
Accounting Policies [Abstract]  
Disaggregation of Revenue [Table Text Block]
The following chart shows our net revenue (and sources) for the three and six months ended June 30, 2018 and 2017:
 
 
 
Three Months Ended June 30,
 
 
Six Months Ended June 30,
 
 
 
2018
 
 
2017
 
 
2018
 
 
2017
 
 
 
(In thousands, unaudited)
 
Net Revenue:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Radio Advertising
 
$
48,880
 
 
$
52,017
 
 
$
93,502
 
 
$
98,205
 
Political Advertising
 
 
1,182
 
 
 
731
 
 
 
1,383
 
 
 
974
 
Digital Advertising
 
 
6,559
 
 
 
6,740
 
 
 
14,705
 
 
 
12,246
 
Cable Television Advertising
 
 
18,118
 
 
 
18,988
 
 
 
37,054
 
 
 
40,129
 
Cable Television Affiliate Fees
 
 
28,020
 
 
 
26,140
 
 
 
55,269
 
 
 
53,463
 
Event Revenues & Other
 
 
12,447
 
 
 
13,022
 
 
 
12,914
 
 
 
13,910
 
Net Revenue (as reported)
 
$
115,206
 
 
$
117,638
 
 
$
214,827
 
 
$
218,927
 
Contract with Customer, Asset and Liability [Table Text Block]
Contract assets (unbilled receivables) and contract liabilities (customer advances and unearned income and unearned event income) that are not separately stated in our consolidated balance sheets at June 30, 2018, December 31, 2017 and June 30, 2017 were as follows:
 
 
 
June 30, 2018
 
 
December 31, 2017
 
 
June 30, 2017
 
 
 
(Unaudited)
 
 
 
 
 
(Unaudited)
 
 
 
  
(In thousands)
 
 
 
 
 
 
 
 
 
 
 
Contract assets:
 
 
 
 
 
 
 
 
 
 
 
 
Unbilled receivables
 
$
7,226
 
 
$
4,850
 
 
$
7,521
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Contract liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
Customer advances and unearned income
 
$
4,681
 
 
$
3,372
 
 
$
3,414
 
Unearned event income
 
 
2,368
 
 
 
4,117
 
 
 
1,370
 
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]
The following table sets forth the calculation of basic and diluted earnings per share from continuing operations (in thousands, except share and per share data):
 
 
 
Three Months Ended
June 30,
 
 
Six Months Ended
June 30,
 
 
 
2018
 
 
2017
 
 
2018
 
 
2017
 
 
 
(Unaudited)
 
 
 
(In Thousands)
 
Numerator:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income (loss) attributable to common stockholders
 
$
23,590
 
 
$
802
 
 
$
1,035
 
 
$
(1,511
)
Denominator:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Denominator for basic net income (loss) per share - weighted average outstanding shares
 
 
46,033,402
 
 
 
47,816,723
 
 
 
46,321,633
 
 
 
47,890,618
 
Effect of dilutive securities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Stock options and restricted stock
 
 
2,405,291
 
 
 
420,390
 
 
 
2,456,165
 
 
 
 
Denominator for diluted net income (loss) per share - weighted-average outstanding shares
 
 
48,438,693
 
 
 
48,237,113
 
 
 
48,777,798
 
 
 
47,890,618
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income (loss) attributable to common stockholders per share – basic
 
$
0.51
 
 
$
0.02
 
 
$
0.02
 
 
$
(0.03
)
Net income (loss) attributable to common stockholders per share –diluted
 
$
0.49
 
 
$
0.02
 
 
$
0.02
 
 
$
(0.03
)
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block]
All stock options and restricted stock awards were excluded from the diluted calculation for the six months ended June 30, 2017, as their inclusion would have been anti-dilutive.  The following table summarizes the potential common shares excluded from the diluted calculation.
 
 
 
Six Months Ended
June 30,
 
 
 
2017
 
 
 
(Unaudited)
 
 
 
(In thousands)
 
 
 
 
 
Stock options
 
 
3,600
 
Restricted stock awards
 
 
439
 
Fair Value, by Balance Sheet Grouping [Table Text Block]
As of June 30, 2018, and December 31, 2017, respectively, the fair values of our financial assets and liabilities measured at fair value on a recurring basis are categorized as follows:
 
 
 
Total
 
 
Level 1
 
 
Level 2
 
 
Level 3
 
 
 
(Unaudited)
 
 
 
(In thousands)
 
As of June 30, 2018
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Liabilities subject to fair value measurement:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Contingent consideration (a)
 
$
2,524
 
 
 
 
 
 
 
 
$
2,524
 
Employment agreement award (b)
 
 
35,164
 
 
 
 
 
 
 
 
 
35,164
 
Total
 
$
37,688
 
 
$
 
 
$
 
 
$
37,688
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Mezzanine equity subject to fair value measurement:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Redeemable noncontrolling interests (c)
 
$
10,940
 
 
$
 
 
$
 
 
$
10,940
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
As of December 31, 2017
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Liabilities subject to fair value measurement:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Contingent consideration (a)
 
$
1,580
 
 
 
 
 
 
 
 
$
1,580
 
Employment agreement award (b)
 
 
32,323
 
 
 
 
 
 
 
 
 
32,323
 
Total
 
$
33,903
 
 
$
 
 
$
 
 
$
33,903
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Mezzanine equity subject to fair value measurement:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Redeemable noncontrolling interests (c)
 
$
10,780
 
 
$
 
 
$
 
 
$
10,780
 
 
(a)  This balance is measured based on the income approach to valuation in the form of a Monte Carlo simulation. The Monte Carlo simulation method is suited to instances such as this where there is non-diversifiable risk. It is also well-suited to multi-year, path dependent scenarios. Significant inputs to the Monte Carlo method include forecasted net revenues, discount rate and expected volatility. A third-party valuation firm assisted the Company in estimating the contingent consideration.
 
(b)  Pursuant to an employment agreement (the “Employment Agreement”) executed in April 2008, the Chief Executive Officer (“CEO”) became 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 quarter including the valuation of TV One (based on the estimated enterprise fair value of TV One as determined by a discounted cash flow analysis)
,
and an assessment of the probability that the Employment Agreement will be renewed and contain this provision. There are probability factors included in the calculation of the award related to the likelihood that the award will be realized. The Company’s obligation to pay the award was triggered after the Company’s recovery of the aggregate amount of certain pre-April 2015 capital contributions in TV One, and payment is required only upon actual receipt of distributions of cash or marketable securities or proceeds from a liquidity event with respect to such invested amount. The CEO was fully vested in the award upon execution of the Employment Agreement, and the award lapses if the CEO voluntarily leaves the Company or is terminated for cause. A third-party valuation firm assisted the Company in estimating TV One’s fair value using a discounted cash flow analysis. Significant inputs to the discounted cash flow analysis include forecasted operating results, discount rate and a terminal value. The Compensation Committee of the Board of Directors of the Company approved terms for a new employment agreement with the CEO, including a renewal of the Employment Agreement Award upon similar terms as in the prior Employment Agreement. While a new employment agreement has not been executed as of the date of this report, the CEO is being compensated according to the new terms approved by the Compensation Committee.
 
(c)  The redeemable noncontrolling interest in Reach Media is measured at fair value using a discounted cash flow methodology. A third-party valuation firm assisted the Company in estimating the fair value. Significant inputs to the discounted cash flow analysis include forecasted operating results, discount rate and a terminal value.
Fair Value, Liabilities Measured on Recurring Basis [Table Text Block]
There were no transfers in or out of Level 1, 2, or 3 during the six months ended June 30, 2018. 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, 2018:
 
 
 
Contingent
Consideration
 
 
Employment
Agreement
Award
 
 
Redeemable
Noncontrolling
Interests
 
 
 
  
(In thousands)
 
 
 
 
 
 
 
 
 
 
 
Balance at December 31, 2017
 
$
1,580
 
 
$
32,323
 
 
$
10,780
 
Net income attributable to noncontrolling interests
 
 
 
 
 
 
 
 
339
 
Distribution
 
 
(506
)
 
 
 
 
 
 
Dividends paid to noncontrolling interests
 
 
 
 
 
 
 
 
(801
)
Change in fair value
 
 
1,450
 
 
 
2,841
 
 
 
622
 
Balance at June 30, 2018
 
$
2,524
 
 
$
35,164
 
 
$
10,940
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The amount of total losses for the period included in earnings attributable to the change in unrealized losses relating to assets and liabilities still held at the reporting date
 
$
(1,450
)
 
$
(2,841
)
 
$
 
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Table Text Block]
Losses included in earnings were recorded in the consolidated statements of operations as corporate selling, general and administrative expenses for the employment agreement award for the three and six months ended June 30, 2018 and 2017. Losses included in earnings were recorded in the consolidated statements of operations as selling, general and administrative expenses for contingent consideration for the three and six months ended June 30, 2018 and 2017. 
 
 
 
 
 
Significant
 
As of
June 30,
2018
 
 
As of
December 31,
2017
 
Level 3 liabilities
 
Valuation Technique
 
Unobservable
Inputs
 
Significant Unobservable
Input Value
 
 
 
 
 
 
 
 
 
 
 
 
Contingent consideration
 
Monte Carlo Simulation
 
Expected volatility
 
 
38.0
%
 
 
36.9
%
Contingent consideration
 
Monte Carlo Simulation
 
Discount Rate
 
 
16.0
%
 
 
16.0
%
Employment agreement award
 
Discounted Cash Flow
 
Discount Rate
 
 
11.0
%
 
 
11.0
%
Employment agreement award
 
Discounted Cash Flow
 
Long-term Growth Rate
 
 
2.5
%
 
 
2.5
%
Redeemable noncontrolling interest
 
Discounted Cash Flow
 
Discount Rate
 
 
10.5
%
 
 
10.5
%
Redeemable noncontrolling interest
 
Discounted Cash Flow
 
Long-term Growth Rate
 
 
1.0
%
 
 
1.0
%