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| Forward-Looking Statements This presentation may contain certain statements that are “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. The forward-looking statements contained in this report may include statements about the anticipated benefits of Hemisphere Media Group, Inc.’s (“Hemisphere” or the “Company”) previously announced entry into that certain Asset Purchase Agreement, with Media World, LLC, a Florida limited liability company and the other signatories named therein, pursuant to which the Company will acquire Media World, LLC’s Spanish-language television network business (the “Acquisition”), including the Company’s ability to consummate the Acquisition, the expected closing date for the Acquisition, the risk that the closing conditions to which the Acquisition is subject are not satisfied, the impact of the transaction on Hemisphere’s operations and financial performance and other information and statements that are not historical facts. Without limitation, any statements preceded or followed by or that include the words “targets,” “plans,” “believes,” “expects,” “intends,” “will,” “likely,” “may,” “anticipates,” “estimates,” “projects,” “should,” “would,” “expect,” “positioned,” “strategy,” “future,” or words, phrases or terms of similar substance or the negative thereof, are forward-looking statements. These statements are based on the current expectations of the management of Hemisphere and are subject to uncertainty and changes in circumstance and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such forward-looking statements. In addition, these statements are based on a number of assumptions that are subject to change. Such risks, uncertainties and assumptions include: (1) risks relating to any unforeseen liabilities of Hemisphere and the assets acquired in the Acquisition (“the Businesses”), (2) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, losses and future prospects, businesses and management strategies and the expansion and growth of the operations of Hemisphere; (3) Hemisphere’s ability to successfully integrate the Businesses and achieve anticipated synergies; (4) the risk that disruptions from the transaction will harm Hemisphere’s business; and (5) Hemisphere’s, plans, objectives, expectations and intentions generally. Additionally, factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements are discussed under the heading “Risk Factors” and “Forward-Looking Statements” in Hemisphere’s most recent registration statement on Form S-4 (File No. 333-186210) (the “Registration Statement”), post-effective amendment No. 1 on Form S-1 to the Registration Statement and Hemisphere’s Quarterly Reports on Form 10-Q, each filed with the Securities and Exchange Commission (“SEC”), as they may be updated in any future reports filed with the SEC. Forward-looking statements included herein are made as of the date hereof, and Hemisphere does not undertakes any obligation to update publicly such statements to reflect subsequent events or circumstances. DISCLAIMER The information contained in this presentation is being provided for your convenience and information only. Hemisphere assumes no duty to update or revise the information contained in this presentation and the information presented herein is historical and may not be updated for recent events. You may not reproduce the information in this presentation. TRADEMARKS This document contains registered and unregistered trademarks and service marks of Hemisphere’s subsidiaries, Cinelatino, WAPA America and WAPA and their affiliates, as well as trademarks and service marks of third parties. All brand names, trademarks and service marks appearing in this document are the property of their respective holders. RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES In addition to financial information presented in accordance with U.S. GAAP, Hemisphere has presented certain non-GAAP financial measures, specifically EBITDA and Adjusted EBITDA. Management use these measures to assess the operating results and performance of the business, perform analytical comparisons and identify strategies to improve performance. Hemisphere believes EBITDA and Adjusted EBITDA are relevant to investors because it allows them to analyze the operating performance of each business using the same metrics used by management. When presenting Hemisphere’s EBITDA and Adjusted EBITDA and the expected 2013 EBITDA of the acquired assets in the Acquisitions, Hemisphere’s management adds back (deducts) from net income, if any, depreciation expense, amortization of intangibles, loss (gain) on disposition of assets, non-recurring expenses, income tax expense, interest expense, loss on early extinguishment of debt and stock-based compensation. Hemisphere believes that this non-GAAP presentation is important to investors’ understanding of our businesses. As Media World, LLC and its affiliates (“Media World”) have not delivered their final audited financial statements, the results presented in this presentation for Media World are estimated and preliminary, and, therefore, may change. Accordingly, estimates of Media World’s 2013 GAAP results and reconciliation of non-GAAP measures in this release are not provided herein because they are not available. |