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Fair Value Measurement
6 Months Ended
Jun. 30, 2018
Fair Value Disclosures [Abstract]  
Fair Value Measurement
Fair Value Measurement
The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources while unobservable inputs reflect a reporting entity's pricing based upon their own market assumptions. The fair value hierarchy consists of the following three levels:
Level I - Quoted prices for identical instruments in active markets.
Level II - Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.
Level III - Instruments whose significant value drivers are unobservable.
The following table presents for each of these hierarchy levels, the Company's financial assets and liabilities that are measured at fair value on a recurring basis at June 30, 2018 and December 31, 2017:
(In thousands)
 
Level I
 
Level II
 
Level III
 
Total
At June 30, 2018:
 
 
 
 
 
 
 
 
Assets:
 
 
 
 
 
 
 
 
Cash equivalents 
 
$
15,541

 
$

 
$

 
$
15,541

Marketable securities
 
7,827

 

 

 
7,827

Investments
 
34,690

 

 

 
34,690

Interest rate swap contracts
 

 
760

 

 
760

Foreign currency derivatives
 

 
3,146

 

 
3,146

Other derivatives
 

 
8,863

 
42,548

 
51,411

Liabilities:
 
 
 
 
 
 
 
 
Foreign currency derivatives
 
$

 
$
3,798

 
$

 
$
3,798

At December 31, 2017:
 
 
 
 
 
 
 
 
Assets:
 
 
 
 
 
 
 
 
Cash equivalents
 
$
100,615

 
$

 
$

 
$
100,615

Marketable securities
 
10,709

 

 

 
10,709

Investments
 
9,948

 

 

 
9,948

Interest rate swap contracts
 

 
1,444

 

 
1,444

Foreign currency derivatives
 

 
3,801

 

 
3,801

Other derivatives
 

 
6,174

 
30,891

 
37,065

Liabilities:
 
 
 
 
 
 
 
 
Foreign currency derivatives
 
$

 
$
4,475

 
$

 
$
4,475


The Company's cash equivalents and marketable securities are classified within Level I of the fair value hierarchy because they are valued using quoted market prices.
The Company's interest rate swap contracts, foreign currency derivatives and the embedded derivative for the interest on the RLJE Term Loans to be paid in shares of RLJE common stock (see Note 10) are classified within Level II of the fair value hierarchy and their fair values are determined based on a market approach valuation technique that uses readily observable market parameters and the consideration of counterparty risk.
On October 14, 2016, Digital Entertainment Holdings LLC (“DEH”), a wholly-owned subsidiary of the Company, and RLJE entered into a Credit and Guaranty Agreement pursuant to which DEH provided term loans to RLJE (the “RLJE Term Loans”). In connection with the RLJE Credit and Guaranty Agreement, DEH received warrants to purchase at least 20 million shares of RLJE’s common stock, at a price of $3.00 per share (the “RLJE Warrants”). The RLJE Warrants held by the Company are classified within Level III of the fair value hierarchy and the Company determines the value of the RLJE Warrants using a Black Scholes option pricing model. Inputs to the model are stock price volatility, contractual warrant terms (remaining life of the warrants), exercise price, risk-free interest rate, and the RLJE stock price. The equity volatility used is based on the equity volatility of RLJE with an adjustment for the changes in the capital structure of RLJE. In arriving at the concluded value of the warrants, a discount for the lack of marketability (DLOM) of 32% was applied. The DLOM, which is unobservable, is determined using the Finnerty Average-Strike Put Option Marketability Discount Model (Finnerty Model), which was applied with a security-specific volatility for the warrants. For the three and six months ended June 30, 2018, the Company recorded a gain of $1.5 million and $9.6 million, respectively, related to the RLJE Warrants which is included in Miscellaneous, net in the condensed consolidated statement of income. For the three and six months ended June 30, 2017, the Company recorded a gain of $8.2 million and $17.2 million, respectively.
At June 30, 2018, the Company does not have any other assets or liabilities measured at fair value on a recurring basis that would be considered Level III.
Fair value measurements are also used in nonrecurring valuations performed in connection with acquisition accounting. These nonrecurring valuations primarily include the valuation of affiliate and customer relationships intangible assets, advertiser relationship intangible assets and property and equipment. All of our nonrecurring valuations use significant unobservable inputs and therefore fall under Level III of the fair value hierarchy.
Credit Facility Debt and Senior Notes
The fair values of each of the Company's debt instruments are based on quoted market prices for the same or similar issues or on the current rates offered to the Company for instruments of the same remaining maturities.
The carrying values and estimated fair values of the Company's financial instruments, excluding those that are carried at fair value in the condensed consolidated balance sheets, are summarized as follows:
(In thousands)
June 30, 2018
Carrying
Amount
 
Estimated
Fair Value
Debt instruments:
 
 
 
Term Loan A Facility
$
738,414

 
$
748,125

4.75% Notes due August 2025
785,595

 
768,000

5.00% Notes due April 2024
985,142

 
987,500

4.75% Notes due December 2022
593,905

 
601,500

 
$
3,103,056

 
$
3,105,125


(In thousands)
December 31, 2017
Carrying
Amount
 
Estimated
Fair Value
Debt instruments:
 
 
 
Term Loan A Facility
$
737,140

 
$
748,125

4.75% Notes due August 2025
784,757

 
793,000

5.00% Notes due April 2024
984,056

 
1,012,500

4.75% Notes due December 2022
593,304

 
612,750

 
$
3,099,257

 
$
3,166,375


Fair value estimates related to the Company's debt instruments presented above are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgments and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.