Fair Value Measurements | NOTE 10. FAIR VALUE MEASUREMENTS Stock Warrant and Other Derivative Liabilities We have warrants outstanding to purchase 30,355,540 shares of our common stock, which are recorded at fair value on the consolidated balance sheets. We issued the 2012 Warrants to purchase 21,041,667 shares of our common stock in 2012 and we issued the 2015 Warrants to purchase 9,313,873 shares of our common stock in 2015. Of the 2012 Warrants, 15,375,000 are registered under the Securities Act and are available for trading on the over-the-counter market. Since the first quarter of 2014, there has been a lack of trading activity for the registered warrants, and as such, when assessing their fair value we transferred them from Level 1 to Level 3 within the fair-value hierarchy. We determine the fair value of the registered warrants using a Monte Carlo simulation model. Inputs to the model are stock volatility, contractual warrant terms (which are remaining life of the warrant, the redemption feature, the exercise price, and assumptions for the reduction in exercise price if we were to reorganize as a private company), the risk-free interest rate, and a discount for the lack of marketability (DLOM) pertaining to the underlying common stock as the shares acquirable are not registered. We use the closing market price of our common stock to compute stock volatility. The DLOM is determined using the Finnerty Average-Strike Put Option Marketability Discount Model (Finnerty Model), which takes into consideration the discount period, stock dividend rates, and stock volatility. We used a DLOM rate of 23.0% as of March 31, 2016 and 19.0% as of December 31, 2015. Assumptions regarding adjustments to the exercise price are based on management’s best estimates of the likelihood of reorganizing as a private company and the amount of the resulting exercise-price adjustment. The remaining 2012 Warrants, consisting of Sponsor warrants of 3,816,667 and unregistered warrants of 1,850,000, are classified as Level 3 within the fair-value hierarchy. Because RLJE has agreed not to exercise its redemption right pertaining to certain warrants held by RLJ SPAC Acquisition LLC (or the Sponsor The unregistered 2012 Warrants differ from the registered warrants in that they have not been registered under the Securities Act and are not available for trading. We determine the fair value of these warrants by taking the fair value of a registered warrant and discounting it using the Finnerty Model for the lack of marketability as these warrants are not registered. We used a DLOM rate of 22.0% as of March 31, 2016 and 25.0% as of December 31, 2015. The 2012 Warrants increased in fair value from $36,000 as of December 31, 2015 to $72,000 as of March 31, 2016. We are using the lattice model to value the 2015 Warrants, which are classified as Level 3 within the fair-value hierarchy. Inputs to the model are stock volatility, contractual warrant terms (which are remaining life of the warrant and the exercise price), the risk-free interest rate and management’s assessment of the likelihood of doing a down-round transaction. We use the closing market price of our common stock to compute stock volatility. The 2015 Warrants increased in fair value from $2.2 million as of December 31, 2015 to $4.0 million as of March 31, 2016. We are using the lattice model to value the preferred stock’s embedded conversion feature, which is classified as Level 3 within the fair-value hierarchy. Inputs to the model are stock volatility, contractual terms (which are remaining life of the conversion option and the conversion rate), the risk-free interest rate and management’s assessment of the likelihood of doing a down-round transaction. We use the closing market price of our common stock to compute stock volatility. The fair value of the embedded conversion feature increased from $8.4 million as of December 31, 2015 to $14.7 million as of March 31, 2016. The following tables represent the valuation of our warrant and other derivative liabilities within the fair-value hierarchy: March 31, 2016 (In thousands) Level 1 Level 2 Level 3 Total Stock warrants $ — $ — $ 4,108 $ 4,108 Embedded conversion feature $ — $ — $ 14,746 $ 14,746 December 31, 2015 (In thousands) Level 1 Level 2 Level 3 Total Stock warrants $ — $ — $ 2,252 $ 2,252 Embedded conversion feature $ — $ — $ 8,426 $ 8,426 The following tables include a roll-forward of our warrant and other derivative liabilities classified within Level 3 of the fair-value hierarchy: Three Months Ended March 31, 2016 (In thousands) Level 1 Level 2 Level 3 Total Stock warrants at December 31, 2015 $ — $ — $ 2,252 $ 2,252 Change in fair value — — 1,856 1,856 Stock warrants at March 31, 2016 $ — $ — $ 4,108 $ 4,108 Three Months Ended March 31, 2016 (In thousands) Level 1 Level 2 Level 3 Total Embedded conversion feature at December 31, 2015 $ — $ — $ 8,426 $ 8,426 Change in fair value — — 6,320 6,320 Embedded conversion feature at March 31, 2016 $ — $ — $ 14,746 $ 14,746 Three Months Ended March 31, 2015 (In thousands) Level 1 Level 2 Level 3 Total Stock warrant and other derivative liabilities at December 31, 2014 $ — $ — $ 601 $ 601 Change in fair value — — (497 ) (497 ) Stock warrant and other derivative liabilities at March 31, 2015 $ — $ — $ 104 $ 104 Investments in Content When events and circumstances indicate that investments in content are impaired, we determine the fair value of the investment; and if the fair value is less than the carrying amount, we recognize additional amortization expense equal to the excess. Our non-recurring fair value measurement information of assets and liabilities is classified in the tables below: Three Months Ended March 31, 2016 (In thousands) Level 1 Level 2 Level 3 Total Loss Investments in content $ — $ — $ 391 $ 391 $ 310 Three Months Ended March 31, 2015 (In thousands) Level 1 Level 2 Level 3 Total Loss Investments in content $ — $ — $ 642 $ 642 $ 533 During the three months ended March 31, 2016 and 2015, the investments in content were impaired by $0.3 million and $0.5 million, respectively. In determining the fair value of our investments in content, we employ a DCF methodology. Key inputs employed in the DCF methodology include estimates of a film's ultimate revenue and costs as well as a discount rate. The discount rate utilized in the DCF analysis is based on our weighted average cost of capital plus a risk premium representing the risk associated with producing a particular film or television program. As the primary determination of fair value is determined using a DCF model, the resulting fair value is considered a Level 3 measurement. |