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ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 4) - USD ($)
$ in Thousands
Mar. 31, 2019
Dec. 31, 2018
Liabilities subject to fair value measurement:    
Contingent consideration [1] $ 2,628 $ 2,831
Employment agreement award [2] 26,011 25,660
Total 28,639 28,491
Mezzanine equity subject to fair value measurement:    
Redeemable noncontrolling interests [3] 10,401 10,232
Fair Value, Inputs, Level 1 [Member]    
Liabilities subject to fair value measurement:    
Contingent consideration [1] 0 0
Employment agreement award [2] 0 0
Total 0 0
Mezzanine equity subject to fair value measurement:    
Redeemable noncontrolling interests [3] 0 0
Fair Value, Inputs, Level 2 [Member]    
Liabilities subject to fair value measurement:    
Contingent consideration [1] 0 0
Employment agreement award [2] 0 0
Total 0 0
Mezzanine equity subject to fair value measurement:    
Redeemable noncontrolling interests [3] 0 0
Fair Value, Inputs, Level 3 [Member]    
Liabilities subject to fair value measurement:    
Contingent consideration [1] 2,628 2,831
Employment agreement award [2] 26,011 25,660
Total 28,639 28,491
Mezzanine equity subject to fair value measurement:    
Redeemable noncontrolling interests [3] $ 10,401 $ 10,232
[1] 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.
[2] Each quarter, pursuant to an employment agreement (the “Employment Agreement”) executed in April 2008, 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 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. The Company’s obligation to pay the award was triggered after the Company recovered the aggregate amount of its capital contribution in TV One and only upon actual receipt of distributions of cash or marketable securities or proceeds from a liquidity event with respect to the Company’s aggregate investment in TV One. 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. In September 2014, 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. Prior to the quarter ended September 30, 2018, there were probability factors included in the calculation of the award related to the likelihood that the award will be realized. During the quarter ended September 30, 2018, management changed the methodology used in calculating the fair value of the Company's Employment Agreement Award liability to simplify the calculation. As part of the simplified calculation, the Company eliminated certain adjustments made to its aggregate investment in TV One, including the treatment of historical dividends paid and potential distribution of assets upon liquidation. The Compensation Committee of the Board of Directors approved the simplified method which eliminates certain assumptions that were historically used in the determination of the fair value of this liability.
[3] 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.