Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | May 06, 2019 | |
Entity Registrant Name | HEMISPHERE MEDIA GROUP, INC. | |
Entity Central Index Key | 0001567345 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 | |
Common Class A | ||
Entity Common Stock, Shares Outstanding | 19,683,711 | |
Common Class B | ||
Entity Common Stock, Shares Outstanding | 19,720,381 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Current Assets | ||
Cash | $ 86,205 | $ 94,478 |
Accounts receivable, net of allowance for doubtful accounts of $555 and $2,645, respectively | 28,624 | 30,840 |
Due from related parties | 1,481 | 970 |
Programming rights | 11,905 | 10,735 |
Prepaids and other current assets | 6,646 | 7,801 |
Total current assets | 134,861 | 144,824 |
Programming rights, net of current portion | 14,795 | 15,321 |
Property and equipment, net | 34,390 | 32,209 |
Operating lease right-of-use assets | 1,792 | |
Broadcast license | 41,356 | 41,356 |
Goodwill | 170,068 | 169,994 |
Other intangibles, net | 35,752 | 39,086 |
Deferred income taxes | 4,485 | 4,290 |
Equity method investments | 57,153 | 51,658 |
Other assets | 2,220 | 2,529 |
Total Assets | 496,872 | 501,267 |
Current Liabilities | ||
Accounts payable | 3,771 | 2,515 |
Due to related parties | 1,268 | 626 |
Accrued agency commissions | 1,569 | 5,061 |
Accrued compensation and benefits | 3,684 | 5,855 |
Accrued marketing | 5,155 | 5,619 |
Other accrued expenses | 6,042 | 6,810 |
Income taxes payable | 3,467 | 2,265 |
Programming rights payable | 4,947 | 4,051 |
Investee losses in excess of investment | 4,056 | 4,982 |
Current portion of long-term debt | 2,133 | 2,134 |
Total current liabilities | 36,092 | 39,918 |
Programming rights payable, net of current portion | 1,561 | 1,133 |
Long-term debt, net of current portion | 203,570 | 203,957 |
Deferred income taxes | 19,520 | 19,520 |
Other long-term liabilities | 2,545 | 1,080 |
Defined benefit pension obligation | 2,192 | 2,260 |
Total Liabilities | 265,480 | 267,868 |
Stockholders' Equity | ||
Preferred stock, $0.0001 par value; 50,000,000 shares authorized; 0 shares issued and outstanding at March 31, 2019 and December 31, 2018 | ||
Additional paid-in capital | 270,674 | 270,345 |
Treasury stock, at cost 5,509,793 and 5,523,838 at March 31, 2019 and December 31, 2018, respectively | (59,013) | (59,088) |
Retained earnings | 17,756 | 19,495 |
Accumulated other comprehensive income | 530 | 1,155 |
Total Hemisphere Media Group Stockholders' Equity | 229,951 | 231,911 |
Equity attributable to non-controlling interest | 1,441 | 1,488 |
Total Stockholders' Equity | 231,392 | 233,399 |
Total Liabilities and Stockholders' Equity | 496,872 | 501,267 |
Common Class A | ||
Stockholders' Equity | ||
Common stock | 2 | 2 |
Common Class B | ||
Stockholders' Equity | ||
Common stock | $ 2 | $ 2 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Accounts receivable, allowance for doubtful accounts | $ 555 | $ 2,645 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Treasury stock, shares | 5,509,793 | 5,523,838 |
Common Class A | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 24,849,589 | 24,849,589 |
Common stock, shares outstanding | 24,849,589 | 24,849,589 |
Common Class B | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 33,000,000 | 33,000,000 |
Common stock, shares issued | 19,720,381 | 19,720,381 |
Common stock, shares outstanding | 19,720,381 | 19,720,381 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Condensed Consolidated Statements of Operations | ||
Net revenues | $ 35,110 | $ 29,035 |
Operating Expenses: | ||
Cost of revenues | 10,214 | 9,427 |
Selling, general and administrative | 10,901 | 10,584 |
Depreciation and amortization | 4,067 | 3,997 |
Other expenses | 231 | 233 |
Gain from FCC repack and other | (1,462) | (3) |
Total operating expenses | 23,951 | 24,238 |
Operating income | 11,159 | 4,797 |
Other expenses: | ||
Interest expense, net | (2,960) | (2,884) |
Loss on equity method investments | (7,376) | (9,795) |
Total other expenses | (10,336) | (12,679) |
Income (loss) before income taxes | 823 | (7,882) |
Income tax (expense) benefit | (2,556) | 323 |
Net loss | (1,733) | (7,559) |
Net loss attributable to non-controlling interest | 47 | |
Net loss available to Hemisphere Media Group | $ (1,686) | $ (7,559) |
Loss per share available to Hemisphere Media Group: | ||
Basic (in dollars per share) | $ (0.04) | $ (0.19) |
Diluted (in dollars per share) | $ (0.04) | $ (0.19) |
Weighted average shares outstanding: | ||
Basic (in shares) | 39,031 | 38,955 |
Diluted (in shares) | 39,031 | 38,955 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Condensed Consolidated Statement of Comprehensive Loss | ||
Net loss | $ (1,733) | $ (7,559) |
Other comprehensive (loss) income: | ||
Change in fair value of interest rate swap, net of income taxes | (678) | 1,150 |
Comprehensive loss | (2,411) | (6,409) |
Less: Comprehensive loss attributable to non-controlling interest | 47 | |
Comprehensive loss attributable to Hemisphere Media Group | $ (2,364) | $ (6,409) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Common StockCommon Class A | Common StockCommon Class B | Additional Paid In Capital | Treasury StockCommon Class A | Retained Earnings | Accumulated Comprehensive Income | Non-controlling Interest | Total |
Balance at the beginning of the period at Dec. 31, 2017 | $ 3 | $ 2 | $ 265,329 | $ (57,303) | $ 30,401 | $ 472 | $ 238,904 | |
Balance at the beginning of the period (in shares) at Dec. 31, 2017 | 25,171 | 20,801 | ||||||
Condensed Consolidated Statements of Changes in Stockholders' Equity | ||||||||
Net loss | (7,559) | (7,559) | ||||||
Stock-based compensation | 996 | 996 | ||||||
Repurchases of Class A common stock | (34) | (34) | ||||||
Exercise of warrants | $ 0 | 20 | 20 | |||||
Exercise of warrants (in shares) | 2 | |||||||
Other comprehensive income, net of tax | 1,150 | 1,150 | ||||||
Balance at the end of the period at Mar. 31, 2018 | $ 3 | $ 2 | 266,345 | (57,337) | 22,842 | 1,622 | 233,477 | |
Balance at the end of the period (in shares) at Mar. 31, 2018 | 25,173 | 20,801 | ||||||
Balance at the beginning of the period at Dec. 31, 2018 | $ 2 | $ 2 | 270,345 | (59,088) | 19,495 | 1,155 | $ 1,488 | 233,399 |
Balance at the beginning of the period (in shares) at Dec. 31, 2018 | 24,850 | 19,720 | ||||||
Condensed Consolidated Statements of Changes in Stockholders' Equity | ||||||||
Net loss | (1,686) | (47) | (1,733) | |||||
Issuance of treasury shares for acquisition of Snap Media | (588) | 588 | ||||||
Stock-based compensation | 917 | 917 | ||||||
Repurchases of Class A common stock | (513) | (513) | ||||||
Adoption of accounting standards | ASU 2018-02 | (53) | 53 | ||||||
Other comprehensive income, net of tax | (678) | (678) | ||||||
Balance at the end of the period at Mar. 31, 2019 | $ 2 | $ 2 | $ 270,674 | $ (59,013) | $ 17,756 | $ 530 | $ 1,441 | $ 231,392 |
Balance at the end of the period (in shares) at Mar. 31, 2019 | 24,850 | 19,720 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Reconciliation of Net Loss to Net Cash Provided by Operating Activities: | ||
Net loss | $ (1,733) | $ (7,559) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 4,067 | 3,997 |
Program amortization | 3,256 | 2,490 |
Amortization of deferred financing costs and original issue discount | 145 | 146 |
Stock-based compensation | 917 | 996 |
Provision for bad debts | 84 | 84 |
Gain on disposition of assets | (3) | |
Loss on equity method investments | 7,376 | 9,795 |
Gain from FCC repack | (1,462) | |
Amortization of operating lease right-of-use assets | 118 | |
Decrease (increase) in: | ||
Accounts receivable | 2,132 | (2,486) |
Programming rights | (3,900) | (3,489) |
Prepaids and other assets | (1,393) | (1,945) |
(Decrease) increase in: | ||
Accounts payable | 1,256 | 838 |
Due to related parties, net | 131 | 444 |
Other accrued expenses | (6,895) | (4,936) |
Programming rights payable | 1,324 | 735 |
Income taxes payable | 1,202 | |
Other liabilities | 1,397 | 2,617 |
Net cash provided by operating activities | 8,022 | 1,724 |
Cash Flows From Investing Activities: | ||
Funding of equity method investments | (13,796) | (14,803) |
Capital expenditures | (2,914) | (1,696) |
FCC repack proceeds | 1,462 | |
Net cash used in investing activities | (15,248) | (16,499) |
Cash Flows From Financing Activities: | ||
Repayments of long-term debt | (534) | (2,133) |
Purchases of common stock | (513) | (34) |
Proceeds from exercise of warrants | 20 | |
Net cash used in financing activities | (1,047) | (2,147) |
Net decrease in cash | (8,273) | (16,922) |
Cash: | ||
Beginning | 94,478 | 124,299 |
Ending | 86,205 | 107,377 |
Cash payments for: | ||
Interest | 3,974 | $ 2,768 |
Non-cash investing activity: | ||
Acquisition financed in part by treasury shares | $ 588 |
Nature of business
Nature of business | 3 Months Ended |
Mar. 31, 2019 | |
Nature of business | |
Nature of business | Note 1. Nature of business Nature of business: The accompanying Consolidated Financial Statements include the accounts of Hemisphere Media Group, Inc. (“Hemisphere” or the “Company”), the parent holding company of Cine Latino, Inc. (“Cinelatino”), WAPA Holdings, LLC (formerly known as InterMedia Español Holdings, LLC) (“WAPA Holdings”), HMTV Cable, Inc., the parent company of the entities for the acquired networks consisting of Pasiones, TV Dominicana, and Centroamerica TV (see below), and HMTV Distribution, LLC, the parent of Snap Global, LLC, a Delaware limited liability company and its wholly owned subsidiaries (“Snap Media”), which we acquired a 75% interest on November 26, 2018. Hemisphere was formed on January 16, 2013 for purposes of effecting the transaction, which was consummated on April 4, 2013. In these notes, the terms “Company,” “we,” “us” or “our” mean Hemisphere and all subsidiaries included in our Consolidated Financial Statements. Reclassification: Certain prior year amounts on the presented condensed consolidated balance sheets and condensed consolidated statement of cash flows have been reclassified to conform with current year presentation. Basis of presentation: The accompanying Unaudited Condensed Consolidated Financial Statements for Hemisphere and its subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to those rules and regulations, although we believe that the disclosures made are adequate to make the information not misleading. In our opinion, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair statement have been included. Our financial condition as of, and operating results, for the three months ended March 31, 2019 are not necessarily indicative of the financial condition or results that may be expected for any future interim period or for the year ending December 31, 2019. These Unaudited Condensed Consolidated Financial Statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2018. Net loss per common share: Basic loss per share are computed by dividing income attributable to Hemisphere Media Group common stockholders by the number of weighted-average outstanding shares of common stock. Diluted loss per share reflects the effect of the assumed exercise of stock options and vesting of restricted shares only in the periods in which such effect would have been dilutive. The following table sets forth the computation of the common shares outstanding used in determining basic and diluted loss per share available to Hemisphere Media Group (amounts in thousands, except per share amounts): Three Months Ended March 31, 2019 2018 Numerator for loss per common share calculation: Net loss available to Hemisphere Media Group $ (1,686) $ (7,559) Denominator for loss per common share calculation: Weighted-average common shares, basic 39,031 38,955 Effect of dilutive securities Stock options, restricted stock and warrants — — Weighted-average common shares, diluted 39,031 38,955 Loss per share available to Hemisphere Media Group Basic $ (0.04) $ (0.19) Diluted $ (0.04) $ (0.19) We apply the treasury stock method to measure the dilutive effect of its outstanding stock options and restricted stock awards and include the respective common share equivalents in the denominator of our diluted loss per common share calculation. Per the Accounting Standards Codification (“ASC”) 260 accounting guidance, under the treasury stock method, the incremental shares (difference between the number of shares assumed issued and the number of shares assumed purchased) shall be included in the denominator of the diluted loss per share computation (ASC 260-10-45-23). The assumed exercise only occurs when the options are “In the Money” (exercise price is lower than the average market price for the period). If the options are “Out of the Money” (exercise price is higher than the average market price for the period), the exercise is not assumed since the result would be anti-dilutive. Potentially dilutive securities representing 1.1 million and 2.1 million shares of common stock for the three months ended March 31, 2019 and 2018, respectively, were excluded from the computation of diluted loss per common share for this period because their effect would have been anti-dilutive. The net loss per share available to Hemisphere Media Group amounts are the same for our Class A and Class B common stock because the holders of each class are legally entitled to equal per share distributions whether through dividends or in liquidation. As a result of the loss from continuing operations for each of the three months ended March 31, 2019 and 2018, 0.5 million and 0.2 million outstanding awards, respectively, were not included in the computation of diluted loss per share because their effect was anti-dilutive. In computing loss per share, the Company’s Nonvoting Stock is considered a participating security. Each share of Nonvoting Stock has identical rights, powers, limitations and restrictions in all respects as each share of common of the Company, including the right to receive the same consideration per share payable in respect of each share of common stock, except that holders of Nonvoting Stock shall have no voting rights or powers whatsoever. Use of estimates: In preparing these financial statements, management had to make estimates and assumptions that affected the reported amounts of assets and liabilities and the disclosures of contingent assets and liabilities as of the balance sheet dates, and the reported revenues and expenses for the three months ended March 31, 2019 and 2018. Such estimates are based on historical experience and other assumptions that are considered appropriate in the circumstances. However, actual results could differ from those estimates. Recently adopted Accounting Standards: On January 1, 2019, we adopted Financial Accounting Standards Board (“the FASB”) ASC Topic 842, Leases (ASC 842) (the “new lease standard”), using a modified retrospective transition approach with application as of the effective date of initial application without restating comparative period financial statements. The core principle of the new lease standard is that a lessee should recognize the assets and liabilities that arise from leases, including operating leases, in the statement of financial position. We elected to apply the package of practical expedients to our adoption of the new lease standard, which includes allowing us to continue utilizing historical classification of leases. We did not elect the practical expedient that permits a reassessment of lease terms for existing leases. Upon our transition to the new lease standard, we recognized $2.1 million and $1.9 million of operating lease liabilities and corresponding right of use ("ROU") assets, respectively. The adoption of the new lease standard did not have an impact on the Unaudited Condensed Consolidated Statement of Operations. For additional information about our leases, see Note 13, “Leases” of Notes to Unaudited Condensed Consolidated Financial Statements. On January 1, 2019, we adopted the FASB Accounting Standards Update (“ASU”) 2018-07—Compensation —Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. The amendments in this ASU applied to any entity that enters into share-based payment transactions with nonemployees. The new guidance eliminated the requirement to revalue nonemployee share-based transactions on a recurring quarterly basis. The adoption of this ASU did not have an impact on our condensed consolidated financial statements as of and for the three months ended March 31, 2019. On January 1, 2019, we adopted ASU 2018-02—Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of certain tax effects from Accumulated other comprehensive income. The amendments in this ASU applied to any entity that has items of other comprehensive income (“OCI”) for which the related tax effects are presented in accumulated other comprehensive income (“AOCI”), as previously required by GAAP. This ASU permitted a one-time reclassification from AOCI to Retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act enacted on December 22, 2017. The adoption of this ASU resulted in a one-time reclassification of $0.1 million from AOCI to Retained earnings, which was recorded in the current period. For the impact of this adoption, see Condensed Consolidated Statement of Changes in Stockholders’ Equity located in Item I Financial Statements. On January 1, 2019, we adopted ASU 2017-12 — Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities. The amendments in this ASU applied to any entity that elects to apply hedge accounting and is intended to better align an entity’s risk management activities and financial reporting for hedging relationships. The ASU amends effectiveness testing requirements, income statement presentation and disclosures and permits additional risk management strategies to qualify for hedge accounting. The adoption of this ASU did not have an impact on our condensed consolidated financial statements as of and for the three months ended March 31, 2019. Accounting guidance not yet adopted: In March 2019, the FASB issued Accounting Standards Update (“ASU”) 2019-02—Entertainment—Films-Other Assets-Film Costs (Subtopic 926-20): Improvements to Accounting for Costs of Films. The updated guidance aligns the accounting for production costs of episodic television series with those of films, allowing for costs to be capitalized in excess of amounts of revenue contracted for each episode. The updated guidance also updates certain presentation and disclosure requirements for capitalized film and television costs, and requires impairment testing to be performed at a group level for capitalized film and television costs when the content is predominately monetized with other owned or licensed content. The updated guidance is effective for the fiscal years beginning after December 15, 2019 and early adoption is permitted. We are currently in the initial stages of our assessment in determining the impact, if any, that the updated accounting guidance will have on our consolidated financial statements. |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Mar. 31, 2019 | |
Revenue Recognition | |
Revenue Recognition | Note 2. Revenue Recognition The following is a description of principal activities from which we generate our revenue: Affiliate revenue: We enter into arrangements with multi-channel video distributors, such as cable, satellite and telecommunications companies (referred to as “MVPDs”) to provide a continuous feed of our programming generally based on a per subscriber fee pursuant to multi-year contracts, referred to as “affiliation agreements”, which typically provide for annual rate increases. We have used the practical expedient related to the right to invoice and recognize revenue at the amount to which we have the right to invoice for services performed. The specific affiliate revenues we earn vary from period to period, distributor to distributor and also vary among our Networks, but are generally based upon the number of each distributor’s paying subscribers who receive our Networks. Changes in affiliate revenues are primarily derived from changes in contractual per subscriber rates charged for our Networks and changes in the number of subscribers. MVPDs report their subscriber numbers to us generally on a two month lag. We record revenue based on estimates of the number of subscribers utilizing the most recently received remittance reporting of each MVPD, which is consistent with our past practice and industry practice. Revenue is recognized on a month by month basis when the performance obligations to provide service to the MVPDs is satisfied. Payment is typically received within sixty days. Advertising revenue: Advertising revenues are generated from the sale of commercial time, which is typically sold pursuant to sales orders with advertisers providing for an agreed upon commitment and price per spot. We recognize revenue from the sale of advertising as performance obligations are satisfied upon airing of the advertising; therefore, revenue is recognized at a point in time when each advertising spot is transmitted. Agency fees are calculated based on a stated percentage applied to gross billing revenue for our advertising inventory and are reported as a reduction of advertising revenue. Payment is typically due and received within thirty days. Other revenue: Other revenues are derived primarily through the licensing of our content. We enter into agreements to license content and recognize revenue when the performance obligation is satisfied and control is transferred, which is generally upon delivery of the content. The following table presents the revenues disaggregated by revenue source (amounts in thousands): Three months ended March 31, Revenues by type 2019 2018 Affiliate revenue $ 21,349 $ 18,433 Advertising revenue 13,146 9,918 Other revenue 615 684 Total revenue $ 35,110 $ 29,035 |
Related party transactions
Related party transactions | 3 Months Ended |
Mar. 31, 2019 | |
Related party transactions | |
Related party transactions | Note 3. Related party transactions The Company has various agreements with MVS, a Mexican media and television conglomerate, which has directors and stockholders in common with the Company as follows: · On November 15, 2018, an amendment to an agreement was executed, effective through February 28, 2022, pursuant to which MVS provides Cinelatino with satellite and support services including origination, uplinking and satellite delivery of two feeds of Cinelatino’s channel (for U.S. and Latin America), master control and monitoring, dubbing, subtitling and close captioning, and other support services (the “Satellite and Support Services Agreement”). This original agreement was amended on May 20, 2015, to expand the services MVS provides to Cinelatino to include commercial insertion and editing services to support advertising sales on Cinelatino’s U.S. feed. Expenses incurred under this agreement are included in cost of revenues in the accompanying condensed consolidated statements of operations. Total expenses incurred were $0.6 million and $0.7 million for the three months ended March 31, 2019 and 2018, respectively. Amounts due to MVS pursuant to the agreements noted above amounted to $1.3 million and $0.7 million at March 31, 2019 and December 31, 2018, respectively. · On November 15, 2018, an amendment to an affiliation agreement was executed, effective through February 28, 2022 for the distribution and exhibition of Cinelatino’s programming service through Dish Mexico (d/b/a Comercializadora de Frecuencias Satelitales, S. de R.L. de C.V.), an MVS affiliate that transmits television programming services throughout Mexico. Total revenues recognized were $0.5 million for each of the three months ended March 31, 2019 and 2018. Amounts due from Dish Mexico amounted to $0.3 million at March 31, 2019 and December 31, 2018. · On November 15, 2018, an amendment was executed to extend MVS the non-exclusive right to duplicate, distribute and exhibit Cinelatino’s service via cable, satellite or by any other means in Mexico. Pursuant to the arrangement, Cinelatino receives revenues net of MVS’s distribution fee, which is presently equal to 13.5% of all license fees collected from third party distributors managed by MVS to the extent that distribution is not owned by MVS. Total revenues recognized were $0.3 million for each of the three months ended March 31, 2019 and 2018. Amounts due from MVS pursuant to the agreements noted above amounted to $1.2 million and $0.7 million at March 31, 2019 and December 31, 2018, respectively. We renewed the three-year consulting agreement effective April 9, 2016 with James M. McNamara, a member of the Company’s board of directors, to provide the development, production and maintenance of programming, affiliate relations, identification and negotiation of carriage opportunities, and the development, identification and negotiation of new business initiatives including sponsorship, new channels, direct-to-consumer programs and other interactive initiatives. Total expenses incurred under these agreements are included in selling, general and administrative expenses and amounted to $0.1 million for each of the three months ended March 31, 2019 and 2018, respectively. No amounts were due to this related party at March 31, 2019 and December 31, 2018. We entered into an output agreement effective November 2, 2016, with Pantelion Films, LLC (“Pantelion”), a joint venture made up of several organizations, including Panamax Films, LLC (an entity owned by James M. McNamara), Lions Gate Films, Inc. (“Lionsgate”) and Grupo Televisa, for the licensing of movie titles. Expenses incurred under this agreement are included in cost of revenues in the accompanying consolidated statements of operations and amounted to $0.0 million and $0 million for three months ended March 31, 2019 and 2018, respectively. At March 31, 2019 and December 31, 2018, $0.4 million and $0.5 million is included in programming rights, respectively, in the accompanying condensed consolidated balance sheets related to these agreements. |
Snap Media Acquisition
Snap Media Acquisition | 3 Months Ended |
Mar. 31, 2019 | |
Snap Media Acquisition | |
Snap Media Acquisition | Note 4. Snap Media Acquisition On November 26, 2018, the Company completed the acquisition of a seventy five percent (75%) interest in Snap Global, LLC (“Snap Media”), pursuant to the terms of a Transaction Agreement (the “Snap Media Acquisition”). Snap Media is a leading independent distributor of content in Latin America to broadcast, pay TV and OTT platforms. The opportunity is to leverage Snap to drive licensing of our content and to identify co-production opportunities in Latin America. The Snap Media Acquisition was accounted for as a business combination using the acquisition method of accounting. Total consideration in connection with the Snap Media Acquisition was $4.8 million (net of $0.7 million of cash acquired), which included 101,818 shares of the Company’s Class A common stock issued and $1.5 million paid in cash at closing. During the three months ended March 31, 2019, 54,825 shares of the Company’s Class A common stock were issued and $0.8 million paid in cash. Future consideration includes $0.5 million to be paid in each of 2020 and 2021, subject to downward adjustment. The fair value of shares of the Company’s Class A common stock included in consideration is based on the closing price of the Company’s Class A common stock on November 26, 2018. Future consideration is classified as Other long-term liabilities in the accompanying condensed consolidated balance sheets. The preliminary allocation of consideration to the net tangible and intangible assets acquired as of November 26, 2018 is presented in the table below (amounts in thousands): Accounts receivable $ 1,419 Other current assets 30 Intangible asset—content library 616 Accounts payable (259) Accrued expenses (589) Deferred revenue (140) Fair value of net assets acquired 1,077 Goodwill 5,107 Non-controlling interest (1,379) Total purchase price consideration $ 4,805 Programming rights intangible assets have an amortization period of approximately 7.0 years. The purchase price allocation reflects preliminary fair value estimates based on preliminary work and analyses performed by management and is subject to change as additional information to assist in determining the fair value of the net assets acquired at the closing date is obtained during the post-closing measurement period. Goodwill attributable to the Snap Media acquisition is expected to be deductible for tax purposes. Goodwill represents the excess of the purchase price consideration over the fair value of the underlying net assets acquired and largely results from expected future synergies from combining operations as well as an assembled workforce, which does not qualify for separate recognition. The non-controlling interest fair value reflects the fair value of purchase price consideration for a controlling interest, less discounts for lack of control and marketability. The Snap Media acquisition is not material to our consolidated financial statements, and therefore, supplemental pro forma financial information related to the acquisition is not included herein. |
Goodwill and intangible assets
Goodwill and intangible assets | 3 Months Ended |
Mar. 31, 2019 | |
Goodwill and intangible assets | |
Goodwill and intangible assets | Note 5. Goodwill and intangible assets Goodwill and intangible assets consist of the following as of March 31, 2019 and December 31, 2018 ( amounts in thousands ): March 31, December 31, 2019 2018 Broadcast license $ 41,356 $ 41,356 Goodwill 170,068 169,994 Other intangibles 35,752 39,086 Total intangible assets $ 247,176 $ 250,436 A summary of changes in the Company’s goodwill and other indefinite-lived intangible assets, on a net basis, for the three months ended March 31, 2019 is as follows (amounts in thousands) : Net Balance at Net Balance at December 31, 2018 Additions Impairment March 31, 2019 Broadcast license $ 41,356 $ — $ — $ 41,356 Goodwill 169,994 74 — 170,068 Brands 15,986 — — 15,986 Other intangibles 700 — — 700 Total indefinite-lived intangibles $ 228,036 $ 74 $ — $ 228,110 A summary of the changes in the Company’s other amortizable intangible assets for the three months ended March 31, 2019 is as follows (amounts in thousands) : Net Balance at Net Balance at December 31, 2018 Additions Amortization March 31, 2019 Affiliate relationships $ 20,273 $ — $ (3,018) $ 17,255 Advertiser relationships 690 — (138) 552 Non-compete agreement 686 — (137) 549 Other intangibles 144 — (19) 125 Programming contracts 607 — (22) 585 Total finite-lived intangibles $ 22,400 $ — $ (3,334) $ 19,066 The aggregate amortization expense of the Company’s amortizable intangible assets was $3.3 million for each of the three months ended March 31, 2019 and 2018. The weighted average remaining amortization period is 3.0 years at March 31, 2019. Future estimated amortization expense is as follows (amounts in thousands) : Year Ending December 31, Amount Remainder of 2019 $ 5,263 2020 6,170 2021 5,857 2022 1,528 2023 and thereafter 248 Total $ 19,066 |
Equity method investments
Equity method investments | 3 Months Ended |
Mar. 31, 2019 | |
Equity method investments | |
Equity method investments | Note 6. Equity method investments The Company makes investments that support its underlying business strategy and enable it to enter new markets. The carrying values of the Company’s equity method investments are typically consistent with its ownership in the underlying net assets of the investees, with the exception of Canal 1 and Pantaya. Due to losses in excess of capital contributions, the Company has recorded nearly 100% of the losses on Canal 1. The Company has recorded losses in excess of the amount invested in Pantaya. Certain of the Company’s equity investments are variable interest entities, for which the Company is not the primary beneficiary. On November 3, 2016, we acquired a 25% interest in Pantaya, a newly formed joint venture with Lionsgate, to launch a Spanish-language OTT movie service. The service launched on August 1, 2017. The investment is deemed a variable interest entity ("VIE") that is accounted for under the equity method. As of March 31, 2019, we have funded $5.9 million in capital contributions to Pantaya. We record the income or loss on investment on a one quarter lag. For the three months ended March 31, 2019 and 2018, we have recorded $0.3 million and $2.6 million, respectively in loss on equity method investments in the accompanying unaudited condensed consolidated statements of operations. In accordance with U.S. GAAP, since we are committed to provide future capital contributions to Pantaya, we also present as a liability in the accompanying condensed consolidated balance sheets the net balance recorded for our share of Pantaya’s losses in excess of the amount funded into Pantaya, which was $4.1 million and $5.0 million at March 31, 2019 and December 31, 2018, respectively. As of March 31, 2019, our applicable pro rata share of the inception to date losses exceeds our contractual funding commitment of $10 million, as such our cumulative share of the losses is limited to $10 million. On November 30, 2016, we, in partnership with Colombian content producers, Radio Television Interamericana S.A., Compania de Medios de Informacion S.A.S. and NTC Nacional de Television y Comunicaciones S.A., were awarded a ten (10) year renewable television broadcast concession license for Canal 1 in Colombia. The partnership began operating Canal 1 on May 1, 2017. On February 7, 2018, Colombian regulatory authorities approved an increase in our ownership in the joint venture from 20% to 40%.The joint venture is deemed a VIE that is accounted for under the equity method. As of March 31, 2019, we have funded $96.6 million in capital contributions to Canal 1. The Canal 1 joint venture losses to date have exceeded the capital contributions of the common equity partners and in accordance with equity method accounting, losses in excess of the common equity have been recorded against the next layer of the capital structure, in this case, preferred equity. The Company is currently the sole preferred equity holder in Canal 1 and therefore, the Company has recorded nearly 100% of the losses of the joint venture. We record the income or loss on investment on a one quarter lag. For the three months ended March 31, 2019 and 2018, we recorded $7.0 million and $7.1 million in loss on equity method investment, net of a preferred return on capital funded, in the accompanying unaudited condensed consolidated statements of operations, respectively. The net balance recorded in equity method investments related to Canal 1 joint venture was $52.2 million and $46.7 million at March 31, 2019 and December 31, 2018, respectively, and is included in equity method investments in the accompanying condensed consolidated balance sheets. On April 28, 2017, we acquired a 25.5% interest in REMEZCLA, a digital media company targeting English speaking and bilingual U.S. Hispanic millennials through innovative content. As of March 31, 2019, we have recorded $5.0 million in equity method funding related to REMEZCLA. We record the income or loss on investment on a one quarter lag. For the three months ended March 31, 2019 and 2018, we recorded $0.0 million and $0.1 million in loss on equity method investment, net of preferred return on capital funded, in the accompanying unaudited condensed consolidated statement of operations, respectively. The net balance recorded in equity method investments was $4.9 million and $5.0 million at March 31, 2019 and December 31, 2018, respectively, and is included in the accompanying condensed consolidated balance sheets. We have no additional commitment to fund the operations of the venture. On November 26, 2018, Snap Media acquired a 50% interest in Snap JV, LLC (“ Snap JV”) (the Company owns 75% of Snap Media), a newly formed joint venture with Mar Vista Entertainment, LLC (“MarVista”), to co-produce original movies and series. The investment is deemed a VIE that is accounted for under the equity method. As of March 31, 2019, we have funded $0.1 million in capital contributions to the Snap JV. We record the income or loss on investment on a one quarter lag. For the three months ended March 31, 2019, we have recorded $0.0 million in loss on equity method investments in the accompanying unaudited condensed consolidated statements of operations. The net balance recorded in equity method investments related to the Snap JV was $0.0 million at March 31, 2019, and is included in equity method investments in the accompanying condensed consolidated balance sheets. The Company records the income or loss on investments on a one quarter lag. Summary unaudited financial data for our equity investments in the aggregate as of and for the three months ended December 31, 2018 are included below (amounts in thousands): Total Equity Investees Current assets $ 21,192 Non-current assets $ 33,842 Current liabilities $ 52,279 Non-current liabilities $ 92,012 Redeemable stock and non-controlling interests $ (453) Net revenue $ 7,307 Operating loss $ (9,501) Net loss $ (13,521) |
Income taxes
Income taxes | 3 Months Ended |
Mar. 31, 2019 | |
Income taxes | |
Income taxes | Note 7. Income taxes The 2017 Tax Cut and Jobs Act (“Tax Act”) was signed into law on December 22, 2017. The Tax Act revised the U.S. corporate income tax by, among other things, lowering the statutory corporate tax rate from 35% to 21% in 2018, eliminating certain deductions, imposing a mandatory one-time transition tax, or deemed repatriation tax on accumulated earnings of foreign subsidiaries as of 2017 that were previously tax deferred. The Company generates income in higher tax rate foreign locations, which result in foreign tax credits. The lower federal corporate tax rate reduces the likelihood or our utilization of foreign tax credits created by income taxes paid in Puerto Rico and Latin America, resulting in a valuation allowance. For the three months ended March 31, 2019 and 2018, our income tax expense has been computed utilizing the estimated annual effective rates of 32.7% and 47.7%, respectively. The difference between the annual effective rate of 32.7% and the statutory Federal income tax rate of 21% in the three month period ended March 31, 2019, is primarily due to the impact of the Tax Act and the related impact to the valuation allowance on foreign tax credits. The annual effective tax rate related to income generated in the U.S. is 23.1%. Due to the reduced U.S. tax rate, the Company determined that a portion of its foreign income, which is taxed at a higher rate, will result in the generation of excess foreign tax credits that will not be available to offset U.S. income tax. As a result, 9.6% of the annual effective rate relates to the required valuation allowance against the excess foreign tax credits, bringing the annual effective tax rate for the three month period ended March 31, 2019 to 32.7%. The difference between the annual effective rate of 47.7 % and the statutory Federal income tax rate of 21% in the three month period ended March 31, 2018, is primarily due to the impact of the Tax Act and the related impact to the valuation allowance on foreign tax credits. Income tax expense was $2.6 million for the three month period ended March 31, 2019 as compared to an income tax benefit of $0.3 million for the three month period ended March 31, 2018. |
Long-term debt
Long-term debt | 3 Months Ended |
Mar. 31, 2019 | |
Long-term debt | |
Long-term debt | Note 8. Long-term debt Long-term debt as of March 31, 2019 and December 31, 2018 consists of the following (amounts in thousands) : March 31, 2019 December 31, 2018 Senior Notes due February 2024 $ 205,703 $ 206,091 Less: Current portion 2,133 2,134 $ 203,570 $ 203,957 On February 14, 2017 (the “Closing Date”), the Borrowers amended the Term Loan Facility (the “Second Amended Term Loan Facility”). The Second Amended Term Loan Facility provides for a $213.3 million senior secured term loan B facility, which matures on February 14, 2024. The Second Amended Term Loan Facility bears interest at the Borrowers’ option of either (i) London Inter-bank Offered Rate (“LIBOR’) plus a margin of 3.50% or (ii) an Alternate Base Rate (“ABR”) plus a margin of 2.50%. The Second Amended Term Loan Facility, among other terms, provides for an uncommitted incremental loan option (the “Incremental Facility”) allowing for increases for borrowings under the Second Amended Term Loan Facility and borrowing of new tranches of term loans, up to an aggregate principal amount equal to (i) $65.0 million plus (ii) an additional amount (the “Incremental Facility Increase”) provided, that after giving effect to such Incremental Facility Increase (as well as any other additional term loans), on a pro forma basis, the First Lien Net Leverage Ratio (as defined in the Second Amended Term Loan Facility) for the most recent four consecutive fiscal quarters does not exceed 4.00:1.00 and the Total Net Leverage Ratio (as defined in the Second Amended Term Loan Facility) for the most recent four consecutive fiscal quarters does not exceed 6.00:1.00. The First Lien Net Leverage Ratio and the Total Net Leverage Ratio each cap the cash netted against debt up to a maximum amount of $60.0 million. Additionally, the Second Amended Term Loan Facility also provides for an uncommitted incremental revolving loan option (the “Incremental Revolving Facility”) allowing for an aggregate principal amount of up to $30.0 million, which will be secured on a pari passu basis by the collateral securing the Second Amended Term Loan Facility. The Second Amended Term Loan Facility requires the Borrowers to make amortization payments (in quarterly installments) equal to 1.00% per annum with respect to the Second Amended Term Loan Facility with any remaining amount due at final maturity. The Second Amended Term Loan Facility principal payments commenced on March 31, 2017, with a final installment due on February 14, 2024. Voluntary prepayments are permitted, in whole or in part, subject to certain minimum prepayment requirements. In addition, pursuant to the terms of the Second Amended Term Loan Facility, within 90 days after the end of each fiscal year, the Borrowers are required to make a prepayment of the loan principal in an amount equal to a percentage of the excess cash flow of the most recently completed fiscal year. Excess cash flow is generally defined as net (loss) income plus depreciation and amortization expense, less mandatory prepayments of the term loan, income taxes and capital expenditures, and adjusted for the change in working capital. The percentage of the excess cash flow used to determine the amount of the prepayment of the loan declines from 50% to 25%, and again to 0% at lower leverage ratios. Pursuant to the terms of the Second Amended Term Loan Facility, our net leverage ratio was 2.5x at December 31, 2018, resulting in an excess cash flow percentage of 0% and therefore, no excess cash flow payment was due in March 2019. As of March 31, 2019, the original issue discount balance was $1.6 million, net of accumulated amortization of $1.9 million and was recorded as a reduction to the principal amount of the Second Amended Term Loan Facility outstanding as presented on the accompanying condensed consolidated balance sheets and will be amortized as a component of interest expense over the term of the Second Amended Term Loan Facility. In accordance with ASU 2015-15 Interest—Imputation of Interest (Subtopic 835-30) Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line of Credit Arrangements, deferred financing fees of $1.2 million, net of accumulated amortization of $2.1 million, are presented as a reduction to the Second Amended Term Loan Facility outstanding at March 31, 2019 as presented on the accompanying condensed consolidated balance sheets, and will be amortized as a component of interest expense over the term of the Second Amended Term Loan Facility. The carrying value of the long-term debt approximates fair value at March 31, 2019 and December 31, 2018 and was derived from quoted market prices by independent dealers (Level 2 in the fair value hierarchy under ASC 820, Fair Value Measurements and Disclosures ). The following are the maturities of our long-term debt as of March 31, 2019 ( amounts in thousands ): Year Ending December 31, Amount Remainder of 2019 $ 1,600 2020 2,133 2021 2,133 2022 2,133 2023 and thereafter 200,548 Total $ 208,547 |
Derivative instruments
Derivative instruments | 3 Months Ended |
Mar. 31, 2019 | |
Derivative instruments | |
Derivative instruments | Note 9. Derivative instruments We use derivative financial instruments in the management of our interest rate exposure. Our strategy is to eliminate the cash flow risk on a portion of the variable rate debt caused by changes in the designated benchmark interest rate, LIBOR. The Company does not enter into or hold derivative financial instruments for speculative trading purposes. On May 4, 2017, we entered into two identical pay-fixed, receive-variable, interest rate swaps with two different counter parties, to hedge the variability in the LIBOR interest payments on an aggregate notional value of $100.0 million of our Second Amended Term Loan Facility beginning May 31, 2017, through the expiration of the swaps on June 30, 2022. At inception, these interest rate swaps were designated as cash flow hedges of interest rate risk, and as such, the unrealized changes in market value are recorded in accumulated other comprehensive income (“AOCI”). The change in the fair value of the interest rate swap agreements for the three months ended March 31, 2019 and 2018, resulted in an unrealized loss of $0.9 million and an unrealized gain of $1.5 million, respectively, which were included in AOCI net of taxes. The Company received $0.1 million of net interest on the settlement of the interest rate swap agreements for the three months ended March 31, 2019. The Company paid $0.1 million of net interest on the settlement of interest rate swap agreements for the three months ended March 31, 2018. As of March 31, 2019, the Company estimates that none of the unrealized gain included in AOCI related to these interest rate swap agreements will be realized and reported in operations within the next twelve months. No gain or loss was recorded in operations for the three months ended March 31, 2019 and 2018, respectively. The aggregate fair value of the interest rate swaps was $0.7 million and $1.6 million as of March 31, 2019 and December 31, 2018, respectively. These were recorded in Swap assets in other non-current assets on the accompanying condensed consolidated balance sheets. By entering into derivative instrument contracts, we are exposed to counterparty credit risk. Counterparty credit risk is the failure of the counterparty to perform under the terms of the derivative contract. When the fair value of a derivative contract is in an asset position, the counterparty has a liability to us, which creates credit risk for us. We attempt to minimize this risk by selecting counterparties with investment grade credit ratings and regularly monitoring our market position with each counterparty. Our derivative instruments do not contain any credit‑risk related contingent features. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2019 | |
Fair Value Measurements | |
Fair Value Measurements | Note 10. Fair Value Measurements Our derivatives are valued using a discounted cash flow analysis that incorporates observable market parameters, such as interest rate yield curves, classified as Level 2 within the valuation hierarchy. Derivative valuations incorporate credit risk adjustments that are necessary to reflect the probability of default by us or the counterparty. The following table presents our assets and liabilities measured at fair value on a recurring basis and the levels of inputs used to measure fair value, which include derivatives designated as cash flow hedging instruments, as well as their location on our accompanying condensed consolidated balance sheets as of March 31, 2019 and December 31, 2018 (amounts in thousands) : Estimated Fair Value March 31, 2019 Category Balance Sheet Location Level 1 Level 2 Level 3 Total Cash flow hedges: Interest rate swap Other assets — $ 746 — $ 746 Estimated Fair Value December 31, 2018 Category Balance Sheet Location Level 1 Level 2 Level 3 Total Cash flow hedges: Interest rate swap Other assets — $ 1,619 — $ 1,619 Certain non-financial assets and liabilities are measured at fair value on a nonrecurring basis. These assets and liabilities are not measured at fair value on an ongoing basis but are subject to periodic impairment tests. These items primarily include long-lived assets, goodwill and other intangible assets. As of March 31, 2019, there were no assets and liabilities measured at fair value on a nonrecurring basis. The carrying amounts of cash, accounts receivable and accounts payable approximate fair value because of the short maturity of these items. The carrying value of the long-term debt approximates fair value because this instrument bears interest at a variable rate, is pre-payable, and is at terms currently available to the Company. |
Stockholders' equity
Stockholders' equity | 3 Months Ended |
Mar. 31, 2019 | |
Stockholders' equity | |
Stockholders' equity | Note 11. Stockholders’ equity Capital stock As of March 31, 2019, the Company had 19,710,855 shares of Class A common stock, and 19,720,381 shares of Class B common stock, issued and outstanding. On June 20, 2017, the Company announced that its Board of Directors authorized the repurchase of up to $25.0 million of the Company’s Class A common stock, par value $0.0001 per share (“Class A common stock”). Under the Company’s stock repurchase program, management is authorized to purchase shares of the Company’s common stock from time to time through open market purchases at prevailing prices, subject to stock price, business and market conditions and other factors. During the three months ended March 31, 2019, the Company repurchased 40,780 shares of Class A common stock under the repurchase program for an aggregate purchase price of $0.5 million. As of March 31, 2019, the Company repurchased 2.0 million shares of Class A common stock under the repurchase program for an aggregate purchase price of $24.9 million, and the repurchased shares were recorded as treasury stock on the accompanying condensed consolidated balance sheets. As of March 31, 2019, the Company had $0.1 million remaining for future repurchases under the existing stock repurchase program, which expires on May 24, 2019. On August 15, 2018, the Company announced that its Board of Directors authorized the repurchase of up to an additional $25.0 million of the Company’s Class A common stock on an opportunistic basis. Equity incentive plans Effective May 16, 2016, the stockholders of all classes of capital stock of the Company approved at the annual stockholder meeting the Hemisphere Media Group, Inc. Amended and Restated 2013 Equity Incentive Plan (the “2013 Equity Incentive Plan”) to increase the number of shares of Class A common stock that may be delivered under the 2013 Equity Incentive Plan to an aggregate of 7.2 million shares of our Class A common stock. At March 31, 2019, 2.7 million shares remained available for issuance of stock options or other stock-based awards under our 2013 Equity Incentive Plan (including shares of restricted Class A common stock surrendered to the Company in payment of taxes required to be withheld in respect of vested shares of restricted Class A common stock, which are available for re-issuance). The expiration date of the 2013 Equity Incentive Plan, on and after which date no awards may be granted, is May 16, 2026. The Company’s board of directors, or a committee thereof, administers the 2013 Equity Incentive Plan and has the sole and plenary authority to, among other things: (i) designate participants; (ii) determine the type, size, and terms and conditions of awards to be granted; and (iii) determine the method by which an award may be settled, exercised, canceled, forfeited or suspended. The Company’s time-based restricted stock awards and option awards generally vest in three equal annual installments beginning on the first anniversary of the grant date, subject to the grantee’s continued employment or service with the Company. The Company’s event-based restricted stock awards and option awards generally vest upon the Company’s Class A common stock attaining a $15.00 closing price per share, as quoted on the NASDAQ Global Market, on at least 10 trading days (which need not be consecutive), subject to the grantee’s continued employment or service with the Company. Other event-based restricted stock awards granted to certain members of our Board vest on the day preceding the Company’s annual stockholder meeting. Stock-based compensation Stock-based compensation expense relates to both stock options and restricted stock . Stock-based compensation expense was $0.9 million and $1.0 million for the three months ended March 31, 2019 and 2018, respectively. At March 31, 2019, there was $0.6 million of total unrecognized compensation cost related to unvested stock options, which is expected to be recognized over a weighted-average period of 2.1 years. At March 31, 2019, there was $0.5 million of total unrecognized compensation cost related to unvested restricted stock, which is expected to be recognized over a weighted-average period of 1.2 years. Stock options The fair value of stock options granted is estimated at the date of grant using the Black-Scholes option pricing model for time-based options and the Monte Carlo simulation model for event-based options. The expected term of options granted is derived using the simplified method under ASC 718-10-S99-1/SEC Topic 14.D for “plain vanilla” options and the Monte Carlo simulation for event-based options. Expected volatility is based on the historical volatility of the Company’s competitors given its lack of trading history. The risk-free interest rate is based on the U.S. Treasury yield for a period consistent with the expected term of the option in effect at the time of the grant. The Company has estimated forfeitures of 1.5%, as the awards are granted to management for which the Company expects lower turnover, and has assumed no dividend yield, as dividends have never been paid to stock or option holders and will not be paid for the foreseeable future. Three Months Ended Year Ended Black-Scholes Option Valuation Assumptions March 31, 2019 December 31, 2018 Risk-free interest rate — 2.7% - 3.0 % Dividend yield — — Volatility — 39.0% - 41.0 % Weighted-average expected term (years) — 6.0 The following table summarizes stock option activity for the three months ended March 31, 2019 (shares and intrinsic value in thousands) : Weighted-average Weighted-average remaining contractual Aggregate intrinsic Number of shares exercise price term value Outstanding at December 31, 2018 2,910 $ 11.62 5.6 $ 2,806 Granted — — — — Exercised — — — — Forfeited — — — — Expired — — — — Outstanding at March 31, 2019 2,910 $ 11.62 5.4 $ 7,547 Vested at March 31, 2019 2,195 $ 11.71 5.0 $ 5,559 Exercisable at March 31, 2019 2,195 $ 11.71 5.0 $ 5,559 There were no options granted during the three months ended March 31, 2019. At March 31, 2019, 0.3 million options granted are unvested, event-based options. Restricted stock Certain employees and directors have been awarded restricted stock under the 2013 Equity Incentive Plan. The time-based restricted stock grants vest primarily over a period of three years. The fair value and expected term of event-based restricted stock grants is estimated at the grant date using the Monte Carlo simulation model. The following table summarizes restricted share activity for the three months ended March 31, 2019 ( shares in thousands ): Weighted-average Number of shares grant date fair value Outstanding at December 31, 2018 370 $ 9.86 Granted — — Vested — — Forfeited — — Outstanding at March 31, 2019 370 $ 9.86 There were no restricted stock grants during the three months ended March 31, 2019. At March 31, 2019, 0.2 million shares of restricted stock issued were unvested, event-based shares. |
Contingencies
Contingencies | 3 Months Ended |
Mar. 31, 2019 | |
Contingencies | |
Contingencies | Note 12. Contingencies We are involved in various legal actions, generally related to our operations. Management believes, based on advice from legal counsel, that the outcomes of such legal actions will not adversely affect our financial condition. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2019 | |
Leases | |
Leases | Note 13. Leases On January 1, 2019, we adopted Financial Accounting Standards Board (“the FASB”) ASC Topic 842, Leases (ASC 842) (the “new lease standard”), using a modified retrospective transition approach with application as of the effective date of initial application without restating comparative period financial statements. The core principle of the new lease standard is that a lessee should recognize the assets and liabilities that arise from leases, including operating leases, in the statement of financial position. We measure our lease liabilities as the present value of remaining lease payments using our incremental borrowing rate applicable to the lease term as the discount rate. We elected to apply the package of practical expedients to our adoption of the new lease standard, which includes allowing us to continue utilizing historical classification of leases. We did not elect the practical expedient that permits a reassessment of lease terms for existing leases. The Company is a lessee under leases for land, office space and equipment with third parties, all of which are accounted for as operating leases. These leases generally have an initial term of one to seven years and provide for fixed monthly payments. Some of these leases provide for future rent escalations and renewal options and certain leases also obligate us to pay the cost of maintenance, insurance and property taxes. Operating lease cost was $0.2 million and $0.5 million for the three months ended March 31, 2019 and 2018, respectively. A summary of the classification of operating leases on our unaudited condensed consolidated balance sheet as of March 31, 2019 ( amounts in thousands ): March 31, 2019 Operating lease right-of-use assets $ 1,792 Operating lease liability, current (Other accrued expenses) 582 Operating lease liability, non-current (Other long-term liabilities) $ 1,464 Components of lease cost reflected in our unaudited condensed consolidated statement of operations for the three months ended March 31, 2019 ( amounts in thousands ): Three Months Ended March 31, 2019 Operating lease cost $ 155 Short-term lease cost 49 Total lease cost $ 204 A summary of weighted-average remaining lease term and weighted-average discount rate as of March 31, 2019: Weighted-average remaining lease term years Weighted average discount rate % Supplemental cash flow and other non-cash information for the three months ended March 31, 2019 ( amounts in thousands ): Operating cash flows from operating leases $ 139 Operating lease right-of-use assets obtained in exchange for new operating lease liabilities — Future annual minimum lease commitments as of March 31, 2019 were as follows (amounts in thousands): March 31, 2019 Remainder of 2019 $ 603 2020 533 2021 516 2022 396 2023 302 Total minimum payments $ 2,350 Less: amount representing interest (304) Lease liability $ 2,046 The Company adopted ASU 2016-02 on January 1, 2019 as noted above, and as required, the future annual minimum lease commitments as of December 31, 2018 are provided below ( in thousands ): December 31, 2018 2019 $ 1,571 2020 367 2021 350 2022 355 2023 302 Total minimum payments $ 2,945 |
Commitments
Commitments | 3 Months Ended |
Mar. 31, 2019 | |
Commitments | |
Commitments | Note 14. Commitments The Company has other commitments in addition to the various operating leases included in Note 13, “ Leases ” of Notes to Unaudited Condensed Consolidated Financial Statements, primarily programming and equity method capital contributions. Future minimum payments as of March 31, 2019, are as follows (amounts in thousands): March 31,2019 Remainder of 2019 $ 12,570 2020 7,845 2021 4,050 2022 1,423 2023 and thereafter 128 Total $ 26,016 |
Nature of business (Policies)
Nature of business (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Nature of business | |
Reclassification: | Reclassification: Certain prior year amounts on the presented condensed consolidated balance sheets and condensed consolidated statement of cash flows have been reclassified to conform with current year presentation. |
Basis of presentation: | Basis of presentation: The accompanying Unaudited Condensed Consolidated Financial Statements for Hemisphere and its subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to those rules and regulations, although we believe that the disclosures made are adequate to make the information not misleading. In our opinion, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair statement have been included. Our financial condition as of, and operating results, for the three months ended March 31, 2019 are not necessarily indicative of the financial condition or results that may be expected for any future interim period or for the year ending December 31, 2019. These Unaudited Condensed Consolidated Financial Statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2018. |
Net loss per common share: | Net loss per common share: Basic loss per share are computed by dividing income attributable to Hemisphere Media Group common stockholders by the number of weighted-average outstanding shares of common stock. Diluted loss per share reflects the effect of the assumed exercise of stock options and vesting of restricted shares only in the periods in which such effect would have been dilutive. The following table sets forth the computation of the common shares outstanding used in determining basic and diluted loss per share available to Hemisphere Media Group (amounts in thousands, except per share amounts): Three Months Ended March 31, 2019 2018 Numerator for loss per common share calculation: Net loss available to Hemisphere Media Group $ (1,686) $ (7,559) Denominator for loss per common share calculation: Weighted-average common shares, basic 39,031 38,955 Effect of dilutive securities Stock options, restricted stock and warrants — — Weighted-average common shares, diluted 39,031 38,955 Loss per share available to Hemisphere Media Group Basic $ (0.04) $ (0.19) Diluted $ (0.04) $ (0.19) We apply the treasury stock method to measure the dilutive effect of its outstanding stock options and restricted stock awards and include the respective common share equivalents in the denominator of our diluted loss per common share calculation. Per the Accounting Standards Codification (“ASC”) 260 accounting guidance, under the treasury stock method, the incremental shares (difference between the number of shares assumed issued and the number of shares assumed purchased) shall be included in the denominator of the diluted loss per share computation (ASC 260-10-45-23). The assumed exercise only occurs when the options are “In the Money” (exercise price is lower than the average market price for the period). If the options are “Out of the Money” (exercise price is higher than the average market price for the period), the exercise is not assumed since the result would be anti-dilutive. Potentially dilutive securities representing 1.1 million and 2.1 million shares of common stock for the three months ended March 31, 2019 and 2018, respectively, were excluded from the computation of diluted loss per common share for this period because their effect would have been anti-dilutive. The net loss per share available to Hemisphere Media Group amounts are the same for our Class A and Class B common stock because the holders of each class are legally entitled to equal per share distributions whether through dividends or in liquidation. As a result of the loss from continuing operations for each of the three months ended March 31, 2019 and 2018, 0.5 million and 0.2 million outstanding awards, respectively, were not included in the computation of diluted loss per share because their effect was anti-dilutive. In computing loss per share, the Company’s Nonvoting Stock is considered a participating security. Each share of Nonvoting Stock has identical rights, powers, limitations and restrictions in all respects as each share of common of the Company, including the right to receive the same consideration per share payable in respect of each share of common stock, except that holders of Nonvoting Stock shall have no voting rights or powers whatsoever. |
Use of estimates: | Use of estimates: In preparing these financial statements, management had to make estimates and assumptions that affected the reported amounts of assets and liabilities and the disclosures of contingent assets and liabilities as of the balance sheet dates, and the reported revenues and expenses for the three months ended March 31, 2019 and 2018. Such estimates are based on historical experience and other assumptions that are considered appropriate in the circumstances. However, actual results could differ from those estimates. |
Recently adopted Accounting Standards and Accounting guidance not yet adopted: | Recently adopted Accounting Standards: On January 1, 2019, we adopted Financial Accounting Standards Board (“the FASB”) ASC Topic 842, Leases (ASC 842) (the “new lease standard”), using a modified retrospective transition approach with application as of the effective date of initial application without restating comparative period financial statements. The core principle of the new lease standard is that a lessee should recognize the assets and liabilities that arise from leases, including operating leases, in the statement of financial position. We elected to apply the package of practical expedients to our adoption of the new lease standard, which includes allowing us to continue utilizing historical classification of leases. We did not elect the practical expedient that permits a reassessment of lease terms for existing leases. Upon our transition to the new lease standard, we recognized $2.1 million and $1.9 million of operating lease liabilities and corresponding right of use ("ROU") assets, respectively. The adoption of the new lease standard did not have an impact on the Unaudited Condensed Consolidated Statement of Operations. For additional information about our leases, see Note 13, “Leases” of Notes to Unaudited Condensed Consolidated Financial Statements. On January 1, 2019, we adopted the FASB Accounting Standards Update (“ASU”) 2018-07—Compensation —Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. The amendments in this ASU applied to any entity that enters into share-based payment transactions with nonemployees. The new guidance eliminated the requirement to revalue nonemployee share-based transactions on a recurring quarterly basis. The adoption of this ASU did not have an impact on our condensed consolidated financial statements as of and for the three months ended March 31, 2019. On January 1, 2019, we adopted ASU 2018-02—Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of certain tax effects from Accumulated other comprehensive income. The amendments in this ASU applied to any entity that has items of other comprehensive income (“OCI”) for which the related tax effects are presented in accumulated other comprehensive income (“AOCI”), as previously required by GAAP. This ASU permitted a one-time reclassification from AOCI to Retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act enacted on December 22, 2017. The adoption of this ASU resulted in a one-time reclassification of $0.1 million from AOCI to Retained earnings, which was recorded in the current period. For the impact of this adoption, see Condensed Consolidated Statement of Changes in Stockholders’ Equity located in Item I Financial Statements. On January 1, 2019, we adopted ASU 2017-12 — Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities. The amendments in this ASU applied to any entity that elects to apply hedge accounting and is intended to better align an entity’s risk management activities and financial reporting for hedging relationships. The ASU amends effectiveness testing requirements, income statement presentation and disclosures and permits additional risk management strategies to qualify for hedge accounting. The adoption of this ASU did not have an impact on our condensed consolidated financial statements as of and for the three months ended March 31, 2019. Accounting guidance not yet adopted: In March 2019, the FASB issued Accounting Standards Update (“ASU”) 2019-02—Entertainment—Films-Other Assets-Film Costs (Subtopic 926-20): Improvements to Accounting for Costs of Films. The updated guidance aligns the accounting for production costs of episodic television series with those of films, allowing for costs to be capitalized in excess of amounts of revenue contracted for each episode. The updated guidance also updates certain presentation and disclosure requirements for capitalized film and television costs, and requires impairment testing to be performed at a group level for capitalized film and television costs when the content is predominately monetized with other owned or licensed content. The updated guidance is effective for the fiscal years beginning after December 15, 2019 and early adoption is permitted. We are currently in the initial stages of our assessment in determining the impact, if any, that the updated accounting guidance will have on our consolidated financial statements. |
Nature of business (Tables)
Nature of business (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Nature of business | |
Schedule of the computation of the common shares outstanding used in determining basic and diluted loss per share | The following table sets forth the computation of the common shares outstanding used in determining basic and diluted loss per share available to Hemisphere Media Group (amounts in thousands, except per share amounts): Three Months Ended March 31, 2019 2018 Numerator for loss per common share calculation: Net loss available to Hemisphere Media Group $ (1,686) $ (7,559) Denominator for loss per common share calculation: Weighted-average common shares, basic 39,031 38,955 Effect of dilutive securities Stock options, restricted stock and warrants — — Weighted-average common shares, diluted 39,031 38,955 Loss per share available to Hemisphere Media Group Basic $ (0.04) $ (0.19) Diluted $ (0.04) $ (0.19) |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Revenue Recognition | |
Schedule of disaggregation of revenue | The following table presents the revenues disaggregated by revenue source (amounts in thousands): Three months ended March 31, Revenues by type 2019 2018 Affiliate revenue $ 21,349 $ 18,433 Advertising revenue 13,146 9,918 Other revenue 615 684 Total revenue $ 35,110 $ 29,035 |
Snap Media Acquisition (Tables)
Snap Media Acquisition (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Snap Media Acquisition | |
Schedule of preliminary allocation of consideration to the net tangible and intangible assets acquired | The preliminary allocation of consideration to the net tangible and intangible assets acquired as of November 26, 2018 is presented in the table below (amounts in thousands): Accounts receivable $ 1,419 Other current assets 30 Intangible asset—content library 616 Accounts payable (259) Accrued expenses (589) Deferred revenue (140) Fair value of net assets acquired 1,077 Goodwill 5,107 Non-controlling interest (1,379) Total purchase price consideration $ 4,805 |
Goodwill and intangible assets
Goodwill and intangible assets (Table) | 3 Months Ended |
Mar. 31, 2019 | |
Goodwill and intangible assets | |
Schedule of goodwill and intangible assets | Goodwill and intangible assets consist of the following as of March 31, 2019 and December 31, 2018 ( amounts in thousands ): March 31, December 31, 2019 2018 Broadcast license $ 41,356 $ 41,356 Goodwill 170,068 169,994 Other intangibles 35,752 39,086 Total intangible assets $ 247,176 $ 250,436 |
Summary of the changes in goodwill and other indefinite-lived intangible assets | A summary of changes in the Company’s goodwill and other indefinite-lived intangible assets, on a net basis, for the three months ended March 31, 2019 is as follows (amounts in thousands) : Net Balance at Net Balance at December 31, 2018 Additions Impairment March 31, 2019 Broadcast license $ 41,356 $ — $ — $ 41,356 Goodwill 169,994 74 — 170,068 Brands 15,986 — — 15,986 Other intangibles 700 — — 700 Total indefinite-lived intangibles $ 228,036 $ 74 $ — $ 228,110 |
Summary of the changes in other amortizable intangible assets | A summary of the changes in the Company’s other amortizable intangible assets for the three months ended March 31, 2019 is as follows (amounts in thousands) : Net Balance at Net Balance at December 31, 2018 Additions Amortization March 31, 2019 Affiliate relationships $ 20,273 $ — $ (3,018) $ 17,255 Advertiser relationships 690 — (138) 552 Non-compete agreement 686 — (137) 549 Other intangibles 144 — (19) 125 Programming contracts 607 — (22) 585 Total finite-lived intangibles $ 22,400 $ — $ (3,334) $ 19,066 |
Schedule of future estimated amortization expense | Future estimated amortization expense is as follows (amounts in thousands) : Year Ending December 31, Amount Remainder of 2019 $ 5,263 2020 6,170 2021 5,857 2022 1,528 2023 and thereafter 248 Total $ 19,066 |
Equity method investments (Tabl
Equity method investments (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Equity method investments | |
Schedule of financial data of equity method investments | The Company records the income or loss on investments on a one quarter lag. Summary unaudited financial data for our equity investments in the aggregate as of and for the three months ended December 31, 2018 are included below (amounts in thousands): Total Equity Investees Current assets $ 21,192 Non-current assets $ 33,842 Current liabilities $ 52,279 Non-current liabilities $ 92,012 Redeemable stock and non-controlling interests $ (453) Net revenue $ 7,307 Operating loss $ (9,501) Net loss $ (13,521) |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Long-term debt | |
Schedule of long-term debt | Long-term debt as of March 31, 2019 and December 31, 2018 consists of the following (amounts in thousands) : March 31, 2019 December 31, 2018 Senior Notes due February 2024 $ 205,703 $ 206,091 Less: Current portion 2,133 2,134 $ 203,570 $ 203,957 |
Schedule of maturities of long-term debt | The carrying value of the long-term debt approximates fair value at March 31, 2019 and December 31, 2018 and was derived from quoted market prices by independent dealers (Level 2 in the fair value hierarchy under ASC 820, Fair Value Measurements and Disclosures ). The following are the maturities of our long-term debt as of March 31, 2019 ( amounts in thousands ): Year Ending December 31, Amount Remainder of 2019 $ 1,600 2020 2,133 2021 2,133 2022 2,133 2023 and thereafter 200,548 Total $ 208,547 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Fair Value Measurements | |
Schedule of assets and liabilities that are measured at fair value on a recurring basis | The following table presents our assets and liabilities measured at fair value on a recurring basis and the levels of inputs used to measure fair value, which include derivatives designated as cash flow hedging instruments, as well as their location on our accompanying condensed consolidated balance sheets as of March 31, 2019 and December 31, 2018 (amounts in thousands) : Estimated Fair Value March 31, 2019 Category Balance Sheet Location Level 1 Level 2 Level 3 Total Cash flow hedges: Interest rate swap Other assets — $ 746 — $ 746 Estimated Fair Value December 31, 2018 Category Balance Sheet Location Level 1 Level 2 Level 3 Total Cash flow hedges: Interest rate swap Other assets — $ 1,619 — $ 1,619 |
Stockholders' equity (Tables)
Stockholders' equity (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Stockholders' equity | |
Summary of stock option activity | The following table summarizes stock option activity for the three months ended March 31, 2019 (shares and intrinsic value in thousands) : Weighted-average Weighted-average remaining contractual Aggregate intrinsic Number of shares exercise price term value Outstanding at December 31, 2018 2,910 $ 11.62 5.6 $ 2,806 Granted — — — — Exercised — — — — Forfeited — — — — Expired — — — — Outstanding at March 31, 2019 2,910 $ 11.62 5.4 $ 7,547 Vested at March 31, 2019 2,195 $ 11.71 5.0 $ 5,559 Exercisable at March 31, 2019 2,195 $ 11.71 5.0 $ 5,559 |
Summary of restricted share activity | The following table summarizes restricted share activity for the three months ended March 31, 2019 ( shares in thousands ): Weighted-average Number of shares grant date fair value Outstanding at December 31, 2018 370 $ 9.86 Granted — — Vested — — Forfeited — — Outstanding at March 31, 2019 370 $ 9.86 |
Time Based Stock Option | Black Scholes Pricing Model | |
Stockholders' equity | |
Schedule of valuation assumptions | Three Months Ended Year Ended Black-Scholes Option Valuation Assumptions March 31, 2019 December 31, 2018 Risk-free interest rate — 2.7% - 3.0 % Dividend yield — — Volatility — 39.0% - 41.0 % Weighted-average expected term (years) — 6.0 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Leases | |
Summary of the classification of operating leases | A summary of the classification of operating leases on our unaudited condensed consolidated balance sheet as of March 31, 2019 ( amounts in thousands ): March 31, 2019 Operating lease right-of-use assets $ 1,792 Operating lease liability, current (Other accrued expenses) 582 Operating lease liability, non-current (Other long-term liabilities) $ 1,464 |
Schedule of components of lease cost | Components of lease cost reflected in our unaudited condensed consolidated statement of operations for the three months ended March 31, 2019 ( amounts in thousands ): Three Months Ended March 31, 2019 Operating lease cost $ 155 Short-term lease cost 49 Total lease cost $ 204 |
Schedule of lease term and discount rate | A summary of weighted-average remaining lease term and weighted-average discount rate as of March 31, 2019: Weighted-average remaining lease term years Weighted average discount rate % |
Schedule of supplemental cash flow and other non-cash information | Supplemental cash flow and other non-cash information for the three months ended March 31, 2019 ( amounts in thousands ): Operating cash flows from operating leases $ 139 Operating lease right-of-use assets obtained in exchange for new operating lease liabilities — |
Schedule of Future annual minimum lease commitments | Future annual minimum lease commitments as of March 31, 2019 were as follows (amounts in thousands): March 31, 2019 Remainder of 2019 $ 603 2020 533 2021 516 2022 396 2023 302 Total minimum payments $ 2,350 Less: amount representing interest (304) Lease liability $ 2,046 The Company adopted ASU 2016-02 on January 1, 2019 as noted above, and as required, the future annual minimum lease commitments as of December 31, 2018 are provided below ( in thousands ): December 31, 2018 2019 $ 1,571 2020 367 2021 350 2022 355 2023 302 Total minimum payments $ 2,945 |
Commitments (Tables)
Commitments (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Commitments | |
Future minimum payments for other commitments, primarily programming | Future minimum payments as of March 31, 2019, are as follows (amounts in thousands): March 31,2019 Remainder of 2019 $ 12,570 2020 7,845 2021 4,050 2022 1,423 2023 and thereafter 128 Total $ 26,016 |
Nature of business (Details)
Nature of business (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Nov. 26, 2018 | |
Numerator for loss per common share calculation: | |||
Net loss available to Hemisphere Media Group | $ (1,686) | $ (7,559) | |
Denominator for loss per common share calculation: | |||
Weighted-average common shares, basic | 39,031 | 38,955 | |
Effect of dilutive securities | |||
Weighted-average common shares, diluted | 39,031 | 38,955 | |
Loss per share available to Hemisphere Media Group | |||
Basic (in dollars per share) | $ (0.04) | $ (0.19) | |
Diluted (in dollars per share) | $ (0.04) | $ (0.19) | |
Shares excluded from the computation of diluted loss per common share | 1,100 | 2,100 | |
Outstanding awards excluded from computation of diluted loss per share | 500 | 200 | |
Snap Media | |||
Nature of business | |||
Voting interest acquired (as a percent) | 75.00% |
Nature of business - Recently a
Nature of business - Recently adopted Accounting Standards (Details) - USD ($) $ in Thousands | Jan. 01, 2019 | Mar. 31, 2019 |
Operating lease liability | $ 2,046 | |
Right of use assets | $ 1,792 | |
ASU 2016-02 | Restatement Adjustment | ||
Operating lease liability | $ 2,100 | |
Right of use assets | 1,900 | |
ASU 2018-02 | ||
Reclassification from AOCI to Retained earnings | $ 100 |
Revenue Recognition (Details)
Revenue Recognition (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Revenues | ||
Total revenue | $ 35,110 | $ 29,035 |
Affiliate revenue | ||
Revenues | ||
Total revenue | $ 21,349 | 18,433 |
Affiliate revenue | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-03-31 | ||
Revenues | ||
Revenue, remaining performance obligation, expected timing of satisfaction, period | 60 days | |
Advertising revenue | ||
Revenues | ||
Total revenue | $ 13,146 | 9,918 |
Advertising revenue | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-03-31 | ||
Revenues | ||
Revenue, remaining performance obligation, expected timing of satisfaction, period | 30 days | |
Other revenue | ||
Revenues | ||
Total revenue | $ 615 | $ 684 |
Related Party Transactions (Det
Related Party Transactions (Details) $ in Millions | Apr. 09, 2016 | Mar. 31, 2019USD ($)item | Mar. 31, 2018USD ($) | Dec. 31, 2018USD ($) |
MVS Multivision Digital Sde RLde CV and Affiliates | Satellite and Support Services Agreement | Cinelatino | ||||
Related party transactions | ||||
Number of channel feeds delivered through satellite | item | 2 | |||
Total expense | $ 0.6 | $ 0.7 | ||
Due to related parties | 1.3 | $ 0.7 | ||
MVS Multivision Digital Sde RLde CV and Affiliates | Affiliation Agreement | ||||
Related party transactions | ||||
Revenue recognized from related party | 0.5 | 0.5 | ||
Due from related parties | $ 0.3 | 0.3 | ||
MVS Multivision Digital Sde RLde CV and Affiliates | Master License Agreement | Cinelatino | ||||
Related party transactions | ||||
Distribution fee as a percentage of revenue earned | 13.50% | |||
Revenue recognized from related party | $ 0.3 | 0.3 | ||
Due from related parties | 1.2 | 0.7 | ||
Director | Consulting Agreement with Director | ||||
Related party transactions | ||||
Total expense | 0.1 | 0.1 | ||
Term of agreement | 3 years | |||
Due to related parties | 0 | 0 | ||
Pantelion Films | Movie License Agreement | ||||
Related party transactions | ||||
Total expense | 0 | $ 0 | ||
Programming rights | $ 0.4 | $ 0.5 |
Snap Media Acquisition (Details
Snap Media Acquisition (Details) - USD ($) $ in Thousands | Nov. 26, 2018 | Mar. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2021 | Dec. 31, 2020 |
Preliminary allocation of consideration to the net tangible and intangible assets acquired | |||||
Goodwill | $ 170,068 | $ 169,994 | |||
Snap Media | |||||
Snap TV Acquisition | |||||
Voting interest acquired (as a percent) | 75.00% | ||||
Net cash acquired | $ 700 | ||||
Cash paid as purchase consideration | 1,500 | ||||
Cash consideration payable for acquisition of business | $ 800 | $ 500 | $ 500 | ||
Preliminary allocation of consideration to the net tangible and intangible assets acquired | |||||
Accounts receivable | 1,419 | ||||
Other current assets | 30 | ||||
Intangible asset - content library | 616 | ||||
Accounts payable | (259) | ||||
Accrued expenses | (589) | ||||
Deferred revenue | (140) | ||||
Fair value of net assets acquired | 1,077 | ||||
Goodwill | 5,107 | ||||
Non-controlling interest | (1,379) | ||||
Total purchase price consideration | $ 4,805 | ||||
Snap Media | Programming rights | |||||
Preliminary allocation of consideration to the net tangible and intangible assets acquired | |||||
Amortization period | 7 years | ||||
Snap Media | Common Class A | |||||
Snap TV Acquisition | |||||
Shares issued or issuable as purchase consideration | 101,818 | 54,825 |
Goodwill and intangible asset_2
Goodwill and intangible assets (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Goodwill and intangible assets | ||
Broadcast license | $ 41,356 | $ 41,356 |
Goodwill | 170,068 | 169,994 |
Other intangibles | 35,752 | 39,086 |
Total intangible assets | $ 247,176 | $ 250,436 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Indefinite Lived Net Balance (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Changes in the goodwill | |
Net balance at the beginning of the period | $ 169,994 |
Additions | 74 |
Net balance at the end of the period | 170,068 |
Changes in the goodwill and other indefinite lived intangible assets, on a net basis | |
Net balance at the beginning of the period | 228,036 |
Additions | 74 |
Net balance at the end of the period | 228,110 |
Broadcast license | |
Changes in other indefinite-lived intangible assets | |
Net balance at the beginning of the period | 41,356 |
Net balance at the end of the period | 41,356 |
Brands | |
Changes in other indefinite-lived intangible assets | |
Net balance at the beginning of the period | 15,986 |
Net balance at the end of the period | 15,986 |
Other intangibles | |
Changes in other indefinite-lived intangible assets | |
Net balance at the beginning of the period | 700 |
Net balance at the end of the period | $ 700 |
Goodwill and intangible asset_4
Goodwill and intangible assets - Other Amortizable Intangible (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2019 | |
Changes in other amortizable intangible assets | ||
Net balance at the beginning of the period | $ 22,400 | |
Amortization | (3,334) | |
Net balance at the end of the period | 19,066 | |
Future estimated amortization expense | ||
Remainder of 2019 | $ 5,263 | |
2020 | 6,170 | |
2021 | 5,857 | |
2022 | 1,528 | |
2023 and thereafter | 248 | |
Total | $ 22,400 | 19,066 |
Weighted Average | ||
Changes in other amortizable intangible assets | ||
Remaining amortization period | 3 years | |
Affiliate relationships | ||
Changes in other amortizable intangible assets | ||
Net balance at the beginning of the period | $ 20,273 | |
Amortization | (3,018) | |
Net balance at the end of the period | 17,255 | |
Future estimated amortization expense | ||
Total | 20,273 | 17,255 |
Advertiser relationships | ||
Changes in other amortizable intangible assets | ||
Net balance at the beginning of the period | 690 | |
Amortization | (138) | |
Net balance at the end of the period | 552 | |
Future estimated amortization expense | ||
Total | 690 | 552 |
Non-compete agreement | ||
Changes in other amortizable intangible assets | ||
Net balance at the beginning of the period | 686 | |
Amortization | (137) | |
Net balance at the end of the period | 549 | |
Future estimated amortization expense | ||
Total | 686 | 549 |
Other intangibles | ||
Changes in other amortizable intangible assets | ||
Net balance at the beginning of the period | 144 | |
Amortization | (19) | |
Net balance at the end of the period | 125 | |
Future estimated amortization expense | ||
Total | 144 | 125 |
Programming contracts | ||
Changes in other amortizable intangible assets | ||
Net balance at the beginning of the period | 607 | |
Amortization | (22) | |
Net balance at the end of the period | 585 | |
Future estimated amortization expense | ||
Total | $ 607 | $ 585 |
Equity method investments - (De
Equity method investments - (Details) - USD ($) $ in Thousands | Nov. 30, 2016 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Nov. 26, 2018 | Feb. 07, 2018 | Feb. 06, 2018 | Apr. 28, 2017 | Nov. 03, 2016 |
Equity method investments | |||||||||
Equity method investments | $ 57,153 | $ 51,658 | |||||||
Income (loss) on equity method investments | 7,376 | $ 9,795 | |||||||
Net balance of investee losses in excess of investment | 4,056 | 4,982 | |||||||
PANTAYA | |||||||||
Equity method investments | |||||||||
Ownership Percentage | 25.00% | ||||||||
Equity method investments | 5,900 | ||||||||
Income (loss) on equity method investments | 300 | 2,600 | |||||||
Net balance of investee losses in excess of investment | 4,100 | 5,000 | |||||||
Excess of Company's contractual funding commitment | 10,000 | ||||||||
Maximum exposure to loss | 10,000 | ||||||||
Canal 1 | |||||||||
Equity method investments | |||||||||
Equity method investments | 96,600 | ||||||||
Income (loss) on equity method investments | $ 7,000 | 7,100 | |||||||
Percentage of losses recorded | 100.00% | ||||||||
Net equity method investments | $ 52,200 | 46,700 | |||||||
Colombian content producers, Radio television and NTC nacional | Television broadcast license | |||||||||
Equity method investments | |||||||||
Ownership Percentage | 40.00% | 20.00% | |||||||
License life (in years) | 10 years | ||||||||
REMEZCLA | |||||||||
Equity method investments | |||||||||
Ownership Percentage | 25.50% | ||||||||
Equity method investments | 5,000 | ||||||||
Income (loss) on equity method investments | 0 | $ 100 | |||||||
Net equity method investments | 4,900 | $ 5,000 | |||||||
Snap Media | |||||||||
Equity method investments | |||||||||
Ownership Percentage | 75.00% | ||||||||
Snap JV | |||||||||
Equity method investments | |||||||||
Equity method investments | 100 | ||||||||
Income (loss) on equity method investments | 0 | ||||||||
Net equity method investments | $ 0 | ||||||||
Snap JV | Snap Media | |||||||||
Equity method investments | |||||||||
Ownership Percentage | 50.00% |
Equity Method Investments - Sum
Equity Method Investments - Summarized unaudited financial data (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Summary financial information of equity method investments | |
Current assets | $ 21,192 |
Non-current assets | 33,842 |
Current liabilities | 52,279 |
Non-current liabilities | 92,012 |
Redeemable stock and non-controlling interests | (453) |
Net revenue | 7,307 |
Operating loss | (9,501) |
Net loss | $ (13,521) |
Income taxes (Details)
Income taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Effective tax rates reconciliation | ||||
Statutory federal income tax rate (as a percent) | 21.00% | 35.00% | ||
Annual income tax rate (as a percent) | 32.70% | 47.70% | ||
Annual effective rate relates to the required valuation allowance (as a percent) | 9.60% | |||
Income tax expense | $ 2,556 | $ (323) | ||
U.S. | ||||
Effective tax rates reconciliation | ||||
Annual income tax rate (as a percent) | 23.10% |
Long-term debt (Details)
Long-term debt (Details) $ in Thousands | Feb. 14, 2017USD ($)item | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($)item |
Long-term debt | |||
Less: Current portion | $ (2,133) | $ (2,134) | |
Long-term debt less current portion | 203,570 | 203,957 | |
Maturities of long-term debt | |||
Remainder of 2019 | 1,600 | ||
2020 | 2,133 | ||
2021 | 2,133 | ||
2022 | 2,133 | ||
2023 and thereafter | 200,548 | ||
Total maturities | 208,547 | ||
Senior Notes due February 2024 | |||
Long-term debt | |||
Long-term Debt | $ 205,703 | $ 206,091 | |
Second Amended Term Loan Facility | |||
Long-term debt | |||
Amount of term loan | $ 213,300 | ||
Amortization payments (in percentage) | 1.00% | ||
Maximum period after each fiscal year for prepayment of debt | 90 days | ||
First prepayment of debt as a percentage of excess cash flow, if lower leverage ratio is maintained | 0.00% | ||
OID | $ 1,600 | ||
Accumulated amortization of original issue discount | 1,900 | ||
Deferred financing costs | 1,200 | ||
Accumulated amortization | $ 2,100 | ||
Second Amended Term Loan Facility | First Lien and Total Net Leverage Ratio | |||
Long-term debt | |||
Debt caps amount | $ 60,000 | ||
Second Amended Term Loan Facility | LIBOR | |||
Long-term debt | |||
Interest rate margin (as a percent) | 3.50% | ||
Second Amended Term Loan Facility | Alternate Base Rate (ABR) | |||
Long-term debt | |||
Interest rate margin (as a percent) | 2.50% | ||
Amended Term Loan Facility | |||
Long-term debt | |||
Borrowing capacity | $ 30,000 | ||
Amended Term Loan Facility | First Lien Net Leverage Ratio | |||
Long-term debt | |||
Number of consecutive fiscal quarters | item | 4 | ||
Uncommitted accordion option multiplier of net leverage ratio | item | 4 | ||
Amended Term Loan Facility | Total Net Leverage Ratio | |||
Long-term debt | |||
Number of consecutive fiscal quarters | item | 4 | ||
Uncommitted accordion option multiplier of net leverage ratio | item | 6 | ||
Existing Senior Secured Term Loan B Facility | |||
Long-term debt | |||
Uncommitted accordion option base amount | $ 65,000 | ||
Uncommitted accordion option multiplier of net leverage ratio | item | 2.50 | ||
Prepayment of debt as a percentage of excess cash flow | 50.00% | ||
First prepayment of debt as a percentage of excess cash flow, if lower leverage ratio is maintained | 25.00% | ||
Second prepayment of debt as a percentage of excess cash flow, if lower leverage ratio is maintained | 0.00% |
Derivative instruments (Details
Derivative instruments (Details) - USD ($) $ in Millions | 3 Months Ended | |||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | May 31, 2017 | |
Derivative | ||||
Net change in fair value of cash flow hedge | $ 0.9 | $ 1.5 | ||
Gain loss in fair value | 0 | 0 | ||
Interest Rate Swap | ||||
Derivative | ||||
Net interest income (expense) | 0.1 | $ (0.1) | ||
Interest rate swap | $ 0.7 | $ 1.6 | ||
LIBOR | Nondesignated | Interest Rate Swap | ||||
Derivative | ||||
Notional amount | $ 100 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Fair value measurements | ||
Assets fair value | $ 0 | |
Liabilities fair value | 0 | |
Cash flow hedges | Other assets | ||
Fair value measurements | ||
Interest rate swap | 746 | $ 1,619 |
Cash flow hedges | Other assets | Level 2 | ||
Fair value measurements | ||
Interest rate swap | $ 746 | $ 1,619 |
Stockholders' equity - Capital
Stockholders' equity - Capital Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 21 Months Ended | ||||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Dec. 31, 2018 | Aug. 15, 2018 | Jun. 20, 2017 | |
Capital Stock | ||||||
Amount of stock repurchased | $ 513 | $ 34 | ||||
Common Class B | ||||||
Capital Stock | ||||||
Common stock, shares issued | 19,720,381 | 19,720,381 | 19,720,381 | |||
Common stock, shares outstanding | 19,720,381 | 19,720,381 | 19,720,381 | |||
Common Class A | ||||||
Capital Stock | ||||||
Common stock, shares issued excluding treasury shares | 19,710,855 | 19,710,855 | ||||
Common stock, shares issued | 24,849,589 | 24,849,589 | 24,849,589 | |||
Common stock, shares outstanding | 24,849,589 | 24,849,589 | 24,849,589 | |||
Stock repurchase price (in dollars per share) | $ 0.0001 | |||||
Common Class A | Treasury Stock | ||||||
Capital Stock | ||||||
Number of shares repurchased | 40,780 | 2,000,000 | ||||
Amount of stock repurchased | $ 513 | $ 34 | $ 24,900 | |||
Remaining authorization for future repurchases | $ 100 | $ 100 | ||||
Common Class A | Maximum | ||||||
Capital Stock | ||||||
Authorized repurchase amount | $ 25,000 | $ 25,000 |
Stockholders' equity - Other (D
Stockholders' equity - Other (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2019USD ($)Ditem$ / sharesshares | Mar. 31, 2018USD ($) | Dec. 31, 2018USD ($)$ / sharesshares | |
Stockholders' equity | |||
Shares available for issuance | 2,700 | ||
Stock option and restricted stock | |||
Stock-based compensation | |||
Stock-based compensation expense (in dollars) | $ | $ 900 | $ 1,000 | |
Stock options | |||
Stock-based compensation | |||
Unrecognized compensation cost related to unvested stock options (in dollars) | $ | $ 600 | ||
Weighted-average periods over which unrecognized compensation cost recognized | 2 years 1 month 6 days | ||
Estimated forfeitures (as a percent) | 1.50% | ||
Valuation assumptions | |||
Dividend yield (as a percent) | 0.00% | ||
Number of shares | |||
Outstanding at the beginning of the period (in shares) | 2,910 | ||
Outstanding at the end of the period (in shares) | 2,910 | 2,910 | |
Vested at the end of the period (in shares) | 2,195 | ||
Exercisable at the end of the period (in shares) | 2,195 | ||
Weighted-average exercise price | |||
Outstanding at the beginning of the period (in dollars per share) | $ / shares | $ 11.62 | ||
Outstanding at the end of the period (in dollars per share) | $ / shares | 11.62 | $ 11.62 | |
Vested at the end of the period (in dollars per share) | $ / shares | 11.71 | ||
Exercisable at the end of the period (in dollars per share) | $ / shares | $ 11.71 | ||
Weighted-average remaining contractual term | |||
Outstanding | 5 years 4 months 24 days | 5 years 7 months 6 days | |
Vested at the end of the period | 5 years | ||
Exercisable at the end of the period | 5 years | ||
Aggregate intrinsic value | |||
Outstanding at the beginning of the period (in dollars) | $ | $ 2,806 | ||
Outstanding at the end of the period (in dollars) | $ | 7,547 | $ 2,806 | |
Vested at the end of the period (in dollars) | $ | 5,559 | ||
Exercisable at the end of the period (in dollars) | $ | 5,559 | ||
Restricted Stock | |||
Stock-based compensation | |||
Unrecognized compensation cost related to unvested restricted stock (in dollars) | $ | $ 500 | ||
Weighted-average periods over which unrecognized compensation cost recognized | 1 year 2 months 12 days | ||
Number of shares | |||
Outstanding at the beginning of the period (in shares) | 370 | ||
Outstanding at the end of the period (in shares) | 370 | 370 | |
Weighted-average grant date fair value | |||
Outstanding at the beginning of the period (in dollars per share) | $ / shares | $ 9.86 | ||
Outstanding at the end of the period (in dollars per share) | $ / shares | $ 9.86 | $ 9.86 | |
Time Based Restricted Stock Awards and Stock Option | |||
Stockholders' equity | |||
Number of equal annual installments for vesting of awards | item | 3 | ||
Time Based Stock Option | Black Scholes Pricing Model | |||
Valuation assumptions | |||
Risk-free interest rate, minimum (as a percent) | 2.70% | ||
Risk-free interest rate, maximum (as a percent) | 3.00% | ||
Volatility, minimum (as a percent) | 39.00% | ||
Volatility, maximum (as a percent) | 41.00% | ||
Weighted-average expected term(years) | 6 years | ||
Time Based Restricted Stock | |||
Weighted-average grant date fair value | |||
Vesting period | 3 years | ||
Event Based Stock Option | |||
Aggregate intrinsic value | |||
Unvested options | 300 | ||
Event Based Restricted Stock | |||
Aggregate intrinsic value | |||
Unvested options | 200 | ||
Common Class A | |||
Stockholders' equity | |||
Shares authorized for issuance | 7,200 | ||
Common Class A | Event Based Restricted Stock and Stock Option | |||
Stockholders' equity | |||
Closing price per share to be attained for vesting of awards to begin (in dollars per share) | $ / shares | $ 15 | ||
Common Class A | Event Based Restricted Stock and Stock Option | Minimum | |||
Stockholders' equity | |||
Number of trading days on which the closing price per share should attain the specified price per share for vesting of awards to begin | D | 10 |
Leases (Details)
Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Leases | ||
Operating lease cost | $ 155 | $ 500 |
Classification of operating leases | ||
Operating lease right-of-use assets | 1,792 | |
Operating lease liability, current | 582 | |
Operating Lease, Liability, Noncurrent | 1,464 | |
Lease cost | ||
Operating Lease, Cost | 155 | $ 500 |
Short-term Lease, Cost | 49 | |
Lease, Cost, Total | $ 204 | |
Lease Term and Discount Rate | ||
Weighted average remaining lease term | 3 years 10 months 24 days | |
Weighted average discount rate | 7.20% | |
Cash paid for amounts included in the measurement of lease liabilities | ||
Cash flows from operating activities | $ 139 | |
Minimum | ||
Leases | ||
Initial lease term | 1 year | |
Maximum | ||
Leases | ||
Initial lease term | 7 years |
Leases - Maturity Analysis (Det
Leases - Maturity Analysis (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Future minimum lease commitments | ||
Remainder of 2019 | $ 603 | |
2020 | 533 | |
2021 | 516 | |
2022 | 396 | |
2023 | 302 | |
Total minimum payments | 2,350 | |
Less: amount representing interest | 304 | |
Lease liability | $ 2,046 | |
Future minimum lease commitments | ||
2019 | $ 1,571 | |
2020 | 367 | |
2021 | 350 | |
2022 | 355 | |
2023 | 302 | |
Total | $ 2,945 |
Commitments (Details)
Commitments (Details) $ in Thousands | Mar. 31, 2019USD ($) |
Future minimum payments for other commitments | |
Remainder of 2019 | $ 12,570 |
2020 | 7,845 |
2021 | 4,050 |
2022 | 1,423 |
2023 and thereafter | 128 |
Total | $ 26,016 |