Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 05, 2021 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2021 | |
Entity File Number | 001-35886 | |
Entity Registrant Name | Hemisphere Media Group, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 80-0885255 | |
Entity Address, Address Line One | 4000 Ponce de Leon | |
Entity Address, Address Line Two | Boulevard | |
Entity Address, Address Line Three | SuiteĀ 650 | |
Entity Address, City or Town | Coral Gables | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33146 | |
City Area Code | 305 | |
Local Phone Number | 421-6364 | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001567345 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Trading Symbol | HMTV | |
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | |
Common Class A | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 20,484,602 | |
Common Class B | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 19,720,381 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Current Assets | ||
Cash | $ 72,439 | $ 134,471 |
Accounts receivable, net of allowance for doubtful accounts of $915 and $919, respectively | 37,937 | 35,955 |
Due from related parties | 677 | 943 |
Programming rights | 9,482 | 8,301 |
Prepaids and other current assets | 12,379 | 9,298 |
Total current assets | 132,914 | 188,968 |
Programming rights, net of current portion | 16,330 | 13,430 |
Property and equipment, net | 33,038 | 31,798 |
Operating lease right-of-use assets | 1,544 | 1,820 |
Broadcast license | 41,356 | 41,356 |
Goodwill | 309,774 | 165,597 |
Other intangibles, net | 50,741 | 24,761 |
Equity method investments | 25,290 | 29,782 |
Other assets | 11,482 | 4,333 |
Total Assets | 622,469 | 501,845 |
Current Liabilities | ||
Accounts payable | 14,261 | 2,350 |
Due to related parties | 920 | 648 |
Accrued agency commissions | 4,310 | 6,529 |
Accrued compensation and benefits | 4,772 | 5,934 |
Accrued marketing | 7,708 | 7,066 |
Other accrued expenses | 29,260 | 8,137 |
Income taxes payable | 4,821 | 2,233 |
Programming rights payable | 16,319 | 7,626 |
Current portion of long-term debt | 2,686 | 2,134 |
Total current liabilities | 85,057 | 42,657 |
Programming rights payable, net of current portion | 2,586 | 776 |
Long-term debt, net of current portion | 247,603 | 200,856 |
Deferred income taxes | 19,509 | 19,306 |
Other long-term liabilities | 3,335 | 3,932 |
Defined benefit pension obligation | 2,872 | 2,832 |
Total Liabilities | 360,962 | 270,359 |
Stockholders' Equity | ||
Additional paid-in capital | 285,373 | 279,800 |
Retained earnings | 41,912 | 14,840 |
Accumulated other comprehensive loss | (1,513) | (2,187) |
Total Hemisphere Media Group Stockholders' Equity | 261,058 | 231,005 |
Equity attributable to non-controlling interest | 449 | 481 |
Total Stockholders' Equity | 261,507 | 231,486 |
Total Liabilities and Stockholders' Equity | 622,469 | 501,845 |
Common Class A | ||
Stockholders' Equity | ||
Common stock | 3 | 3 |
Class A treasury stock, at cost 5,997,339 and 5,710,416 at June 30, 2021 and December 31, 2020, respectively | (64,719) | (61,453) |
Common Class B | ||
Stockholders' Equity | ||
Common stock | $ 2 | $ 2 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Accounts receivable, allowance for doubtful accounts | $ 915 | $ 919 |
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 |
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 | 25,988,325 | 25,457,709 |
Treasury stock, shares | 5,997,339 | 5,710,416 |
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 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Condensed Consolidated Statements of Operations | ||||
Net revenues | $ 50,460 | $ 34,735 | $ 88,037 | $ 67,144 |
Operating expenses: | ||||
Cost of revenues | 14,798 | 12,560 | 26,577 | 23,527 |
Selling, general and administrative | 24,908 | 10,208 | 36,299 | 21,441 |
Depreciation and amortization | 4,337 | 2,794 | 7,002 | 5,925 |
Other expenses | 1,363 | 27 | 8,091 | 3,048 |
(Gain) loss from FCC spectrum repack and other | (2,124) | 182 | (2,176) | 173 |
Total operating expenses | 43,282 | 25,771 | 75,793 | 54,114 |
Operating income | 7,178 | 8,964 | 12,244 | 13,030 |
Other (expense) income: | ||||
Interest expense and other, net | (3,165) | (2,496) | (5,523) | (5,282) |
(Loss) gain on equity method investment activity | (8,569) | (10,189) | 24,040 | (17,208) |
Impairment of equity method investment | (5,479) | |||
Other expense, net | (668) | |||
Total other (expense) income | (11,734) | (12,685) | 17,849 | (27,969) |
(Loss) income before income taxes | (4,556) | (3,721) | 30,093 | (14,939) |
Income tax expense | (1,785) | (2,884) | (3,053) | (1,209) |
Net (loss) income | (6,341) | (6,605) | 27,040 | (16,148) |
Net loss (income) attributable to non-controlling interest | 55 | (77) | 32 | 38 |
Net (loss) income attributable to Hemisphere Media Group, Inc. | $ (6,286) | $ (6,682) | $ 27,072 | $ (16,110) |
(Loss) income per share attributable to Hemisphere Media Group, Inc.: | ||||
Basic | $ (0.16) | $ (0.17) | $ 0.69 | $ (0.41) |
Diluted | $ (0.16) | $ (0.17) | $ 0.68 | $ (0.41) |
Weighted average shares outstanding: | ||||
Basic | 39,641 | 39,444 | 39,511 | 39,378 |
Diluted | 39,641 | 39,444 | 39,900 | 39,378 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Comprehensive (Loss) Income - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Condensed Consolidated Statement of Comprehensive (Loss) Income | ||||
Net (loss) income | $ (6,341) | $ (6,605) | $ 27,040 | $ (16,148) |
Other comprehensive income (loss): | ||||
Change in fair value of interest rate swap, net of income taxes | 330 | 81 | 674 | (1,806) |
Comprehensive (loss) income | (6,011) | (6,524) | 27,714 | (17,954) |
Comprehensive loss (income) attributable to non-controlling interest | 55 | (77) | 32 | 38 |
Comprehensive (loss) income attributable to Hemisphere Media Group, Inc. | $ (5,956) | $ (6,601) | $ 27,746 | $ (17,916) |
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 Loss | Non-controlling Interest | Total |
Balance at the beginning of the period at Dec. 31, 2019 | $ 3 | $ 2 | $ 274,518 | $ (60,521) | $ 16,075 | $ (792) | $ 1,384 | $ 230,669 |
Balance at the beginning of the period (in shares) at Dec. 31, 2019 | 25,202 | 19,720 | ||||||
Condensed Consolidated Statements of Changes in Stockholders' Equity | ||||||||
Net income (loss) | (16,110) | (38) | (16,148) | |||||
Stock-based compensation | 2,636 | 2,636 | ||||||
Vesting of restricted stock | (510) | (510) | ||||||
Vesting of restricted stock (in shares) | 237 | |||||||
Other comprehensive income (loss), net of tax | (1,806) | (1,806) | ||||||
Balance at the end of the period at Jun. 30, 2020 | $ 3 | $ 2 | 277,154 | (61,031) | (35) | (2,598) | 1,346 | 214,841 |
Balance at the end of the period (in shares) at Jun. 30, 2020 | 25,439 | 19,720 | ||||||
Balance at the beginning of the period at Mar. 31, 2020 | $ 3 | $ 2 | 275,798 | (60,521) | 6,647 | (2,679) | 1,269 | 220,519 |
Balance at the beginning of the period (in shares) at Mar. 31, 2020 | 25,202 | 19,720 | ||||||
Condensed Consolidated Statements of Changes in Stockholders' Equity | ||||||||
Net income (loss) | (6,682) | 77 | (6,605) | |||||
Stock-based compensation | $ 0 | $ 0 | 1,356 | 0 | 0 | 0 | 0 | 1,356 |
Vesting of restricted stock | (510) | (510) | ||||||
Vesting of restricted stock (in shares) | 237 | |||||||
Other comprehensive income (loss), net of tax | 81 | 81 | ||||||
Balance at the end of the period at Jun. 30, 2020 | $ 3 | $ 2 | 277,154 | (61,031) | (35) | (2,598) | 1,346 | 214,841 |
Balance at the end of the period (in shares) at Jun. 30, 2020 | 25,439 | 19,720 | ||||||
Balance at the beginning of the period at Dec. 31, 2020 | $ 3 | $ 2 | 279,800 | (61,453) | 14,840 | (2,187) | 481 | 231,486 |
Balance at the beginning of the period (in shares) at Dec. 31, 2020 | 25,458 | 19,720 | ||||||
Condensed Consolidated Statements of Changes in Stockholders' Equity | ||||||||
Net income (loss) | $ 0 | $ 0 | 0 | 0 | 27,072 | 0 | (32) | 27,040 |
Issuance of Class A Common Stock | 2,778 | (1,077) | 1,701 | |||||
Issuance of Class A Common Stock (in shares) | 238 | |||||||
Stock-based compensation | $ 0 | 0 | 2,795 | 0 | 0 | 0 | 0 | 2,795 |
Vesting of restricted stock | $ 0 | $ 0 | 0 | (825) | 0 | 0 | 0 | (825) |
Vesting of restricted stock (in shares) | 279 | 0 | ||||||
Repurchases of Class A common stock | (1,321) | (1,321) | ||||||
Exercise of stock options | 0 | (43) | (43) | |||||
Exercise of stock options (in shares) | 13 | |||||||
Other comprehensive income (loss), net of tax | $ 0 | $ 0 | 0 | 0 | 0 | 674 | 0 | 674 |
Balance at the end of the period at Jun. 30, 2021 | $ 3 | $ 2 | 285,373 | (64,719) | 41,912 | (1,513) | 449 | 261,507 |
Balance at the end of the period (in shares) at Jun. 30, 2021 | 25,988 | 19,720 | ||||||
Balance at the beginning of the period at Mar. 31, 2021 | $ 3 | $ 2 | 283,883 | (63,904) | 48,198 | (1,843) | 504 | 266,843 |
Balance at the beginning of the period (in shares) at Mar. 31, 2021 | 25,712 | 19,720 | ||||||
Condensed Consolidated Statements of Changes in Stockholders' Equity | ||||||||
Net income (loss) | (6,286) | (55) | (6,341) | |||||
Stock-based compensation | 1,490 | 1,490 | ||||||
Vesting of restricted stock | (815) | (815) | ||||||
Vesting of restricted stock (in shares) | 276 | |||||||
Other comprehensive income (loss), net of tax | 330 | 330 | ||||||
Balance at the end of the period at Jun. 30, 2021 | $ 3 | $ 2 | $ 285,373 | $ (64,719) | $ 41,912 | $ (1,513) | $ 449 | $ 261,507 |
Balance at the end of the period (in shares) at Jun. 30, 2021 | 25,988 | 19,720 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Reconciliation of Net Income (Loss) to Net Cash Provided by Operating Activities: | ||
Net income (loss) | $ 27,040 | $ (16,148) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization | 7,002 | 5,925 |
Program amortization | 7,353 | 8,784 |
Amortization of deferred financing costs and original issue discount | 530 | 292 |
Stock-based compensation | 2,795 | 2,636 |
Provision for bad debts | 49 | 929 |
(Gain) loss from FCC repack and other | (2,176) | 173 |
(Gain) loss on equity method investment activity | (24,040) | 17,208 |
Amortization of operating lease right-of-use assets | 276 | 252 |
Other non-cash acquisition charges | 1,258 | |
Impairment of equity method investment | 5,479 | |
Decrease (increase) in: | ||
Accounts receivable | 836 | (3,337) |
Due from related parties, net | 538 | 967 |
Programming rights | (12,102) | (5,858) |
Prepaids and other assets | (2,923) | 585 |
(Decrease) increase in: | ||
Accounts payable | 9,104 | 3,121 |
Other accrued expenses | 5,335 | (1,893) |
Programming rights payable | (3,884) | 2,526 |
Income taxes payable | 2,588 | |
Other liabilities | 320 | (207) |
Net cash provided by operating activities | 19,899 | 21,434 |
Cash Flows From Investing Activities: | ||
Funding of equity method investments | (1,561) | (6,449) |
Capital expenditures | (2,853) | (613) |
FCC repack proceeds | 2,176 | 38 |
Cash paid for acquisition of Pantaya | (122,621) | |
Net cash used in investing activities | (124,859) | (7,024) |
Cash Flows From Financing Activities: | ||
Purchases of common stock | (3,266) | (510) |
Repayments of long-term debt | (1,168) | (1,068) |
Proceeds from incremental term loan | 48,000 | |
Payment of financing fees | (638) | |
Net cash provided by (used in) financing activities | 42,928 | (1,578) |
Net (decrease) increase in cash | (62,032) | 12,832 |
Cash: | ||
Beginning | 134,471 | 92,151 |
Ending | 72,439 | 104,983 |
Cash payments for: | ||
Interest | 5,073 | 5,213 |
Income taxes | 1,520 | $ 5 |
Non-cash investing activity (acquisition related): | ||
Issuance of Class A Common Stock | 2,188 | |
Effective settlement of pre-existing receivables and payables, net | $ 1,499 |
Nature of Business
Nature of Business | 6 Months Ended |
Jun. 30, 2021 | |
Nature of Business | |
Nature of Business | Note 1. Nature of Business ā Nature of business: ā Prior to March 31, 2021, the Company owned a 25% equity interest in Pantaya, which was accounted for as an equity method investment. On March 31, 2021, the Company acquired the remaining 75% equity interest in Pantaya (the āPantaya Acquisitionā), for a cash purchase price of $123.6 million. As a result of the acquisition, Pantaya is now a wholly owned consolidated subsidiary. For more information, see Note 3, āBusiness Combinationā of Notes to Condensed Consolidated Financial Statements. ā Reclassification: ā Basis of presentation: The accompanying 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 (āGAAPā) 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 and six months ended June 30, 2021 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, 2021. These 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, 2020. ā Net (loss) income per common share: ā The following table sets forth the computation of the common shares outstanding used in determining basic and diluted (loss) income per share attributable to Hemisphere Media Group, Inc. ( amounts in thousands, except per share amounts): ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Three Months Ended June 30, ā Six Months Ended June 30, ā 2021 2020 2021 2020 Numerator for (loss) income per common share calculation: ā ā ā ā ā ā ā ā ā ā ā ā Net (loss) income attributable to Hemisphere Media Group, Inc. ā $ (6,286) ā $ (6,682) ā $ 27,072 ā $ (16,110) ā ā ā ā ā ā ā ā ā ā ā ā ā Denominator for (loss) income per common share calculation: ā ā ā ā ā ā ā ā ā ā ā ā Weighted-average common shares, basic ā 39,641 ā 39,444 ā 39,511 ā 39,378 Effect of dilutive securities ā ā ā ā ā ā ā ā ā ā ā ā Stock options and restricted stock ā ā ā ā ā 389 ā ā Weighted-average common shares, diluted ā 39,641 ā 39,444 ā 39,900 ā 39,378 ā ā ā ā ā ā ā ā ā ā ā ā ā (Loss) income per share attributable to Hemisphere Media Group, Inc. ā ā ā ā ā ā ā ā ā ā ā ā Basic ā $ (0.16) ā $ (0.17) ā $ 0.69 ā $ (0.41) Diluted ā $ (0.16) ā $ (0.17) ā $ 0.68 ā $ (0.41) ā We apply the treasury stock method to measure the dilutive effect of our outstanding stock options and restricted stock awards and include the respective common share equivalents in the denominator of our diluted (loss) income per common share calculation. Per the Accounting Standards Codification (āASCā) 260, 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) income per share computation (ASC 260-10-45-23). The assumed exercise only occurs when the options are āIn the Moneyā (exercise price is lower than the average market price for the period). If the options are āOut of the Moneyā (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 1.6 million and 3.9 million shares of common stock for the three months ended June 30, 2021 and 2020, respectively, were excluded from the computation of diluted loss per common share for these periods because their effect would have been anti-dilutive. Potentially dilutive securities representing 2.1 million and 2.8 million shares of common stock for the six months ended June 30, 2021 and 2020, respectively, were excluded from the computation of diluted (loss) income per common share for these periods because their effects would have been anti-dilutive. The net (loss) income per share attributable to Hemisphere Media Group, Inc. 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. ā As a result of the loss from operations for the three months ended June 30, 2021 and 2020, 0.4 million and 0.0 million, respectively, outstanding awards were excluded from the computation of diluted loss per share because their effect was anti-dilutive. As a result of the loss from operations for the six months ended June 30, 2020, 0.3 million outstanding awards were excluded from the computation of diluted loss per share because their effect was anti-dilutive. ā Risks and uncertainties: In March 2020, the World Health Organization characterized the coronavirus (āCOVID-19ā) as a pandemic, and the President of the United States declared the COVID-19 outbreak a national emergency. The rapid spread of COVID-19 and the continuously evolving responses to combat it have had a negative impact on the global economy. Even during these unprecedented times, we have continued the production of news and entertainment programming, as our viewers rely on our Networks to keep them informed. ā The impact of COVID-19 and measures to prevent its spread have continued to affect our businesses in a number of ways. Beginning in March 2020, the Company experienced adverse advertising revenue impacts. Operationally, most non-production and programming personnel are working remotely, and the Company has restricted business travel. The Company has managed the remote workforce transition effectively and there have been no material adverse impacts on operations through June 30, 2021. While the Companyās advertising revenue improved in second half of 2020 and continued into the first half of 2021, the Company is unable to reasonably predict the impact that a significant change in circumstances, including the ability of our workforce and/or key personnel to work effectively because of illness, government actions or other restrictions in connection with the COVID-19 pandemic, may have on our businesses in the future. The nature and full extent of the impact of the COVID-19 pandemic on our future operations will depend on numerous factors, all of which are highly uncertain and cannot be reasonably predicted. These factors include the length and severity of the outbreak, including the extent of surges in positive cases related to variants of COVID-19, such as the Delta variant, as well as the availability and efficacy of vaccines and treatments for the disease and whether individuals choose to vaccinate themselves, the responses of private sector businesses and governments, including the timing and amount of government stimulus, the impact on economic activity and the impact on our customers, employees and suppliers. For more information on the risks associated with the COVID-19 pandemic, see āItem 1A-Risk Factorsā included elsewhere in this Quarterly Report. ā The Company has evaluated and continues to evaluate the potential impact of the COVID-19 pandemic on its Condensed Consolidated Financial Statements, including the impairment of goodwill and indefinite-lived intangible assets and the fair value of equity method investments. The ultimate impact of the COVID-19 pandemic, including the extent of any adverse impact on our business, results of operations and financial condition, remains uncertain. ā Use of estimates: ā Recently adopted Accounting Standards: ASU 2019-12āIncome Taxes (Topic 740): Simplifying the Accounting for Income Taxes. ā Accounting guidance not yet adopted: ASU 2020-04-Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting |
Revenue Recognition
Revenue Recognition | 6 Months Ended |
Jun. 30, 2021 | |
Revenue Recognition | |
Revenue Recognition | Note 2. Revenue Recognition ā The following is a description of principal activities from which we generate our revenue: ā Subscriber revenue: ā Advertising revenue: ā Other revenue: ā The following table presents the revenues disaggregated by revenue source (amounts in thousands): ā ā ā ā ā ā ā ā ā ā Three months ended June 30, Revenues by type 2021 2020 Subscriber revenue ā $ 32,218 ā $ 19,273 Advertising revenue ā 17,269 ā 12,378 Other revenue ā 973 ā 3,084 Total revenue ā $ 50,460 ā $ 34,735 ā ā ā ā ā ā ā ā ā ā Six months ended June 30, Revenues by type 2021 2020 Subscriber revenue $ 52,167 ā $ 39,106 Advertising revenue ā 33,175 ā 24,194 Other revenue ā 2,695 ā 3,844 Total revenue $ 88,037 ā $ 67,144 ā |
Business Combination
Business Combination | 6 Months Ended |
Jun. 30, 2021 | |
Business Combination | |
Business Combination | Note 3. Business Combination ā Prior to March 31, 2021, the Company owned a 25 % equity interest in Pantaya, which was accounted for as an equity method investment. On March 31, 2021, the Company acquired the remaining 75 % equity interest in Pantaya (the āPantaya Acquisitionā). As a result of the acquisition, Pantaya is now a wholly owned consolidated subsidiary. Pantaya is the leading U.S. Hispanic subscription streaming service offering the largest selection of current and classic, commercial free blockbusters and critically acclaimed movies and series from Latin America and the U.S. including original productions from Pantayaās production arm, Pantelion, and titles from our library, as well as titles from third party providers such as Lionsgate and Grupo Televisa. ā Total cash purchase price in connection with the Pantaya Acquisition was $123.6 million. Under the terms of the purchase agreement (āSecurities Purchase Agreementā), control of Pantaya transferred to the Company on March 31, 2021 (āAcquisition Dateā), with cash consideration transferred on April 1, 2021. Cash consideration was funded with a combination of cash on hand and an add-on to our Term Loan Facility. For more information, see Note 8, āLong-Term Debtā of Notes to Condensed Consolidated Financial Statements. Fees and expenses incurred in connection with the Pantaya Acquisition were $1.4 million and $8.1 million for the three and six months ended June 30, 2021, respectively, consisting primarily of professional fees and certain non-cash charges, which are included in other expenses in the accompanying Condensed Consolidated Statement of Operations. ā Prior to the closing of the Pantaya Acquisition, the Company accounted for the existing 25% equity interest in Pantaya using the equity method, and the net book value was $0 as of March 31, 2021. The Company accounted for the acquisition of the 75% equity interest of Pantaya as a step acquisition, which required remeasurement of the Companyās existing 25% ownership interest in Pantaya to fair value prior to completing the acquisition method of accounting. Using step acquisition accounting, the Company increased the value of its existing equity interest to its fair value resulting in the recognition of a non-cash gain of $ 30.1 million, which was included in gain (loss) on equity method investment activity in the accompanying Condensed Consolidated Statement of Operations for the six months ended June 30, 2021. For more information, see Note 10, āFair Value Measurementsā of Notes to Condensed Consolidated Financial Statements. ā The Pantaya Acquisition was accounted for as a business combination by applying the acquisition method of accounting pursuant to ASC Topic 805, āBusiness Combinationsā. Due to the timing of the Pantaya Acquisition, the amounts recorded for assets acquired, liabilities assumed, total consideration, and our existing 25% equity interest in Pantaya reflects preliminary fair value estimates based on management analysis, which the Company is still in the process of reviewing and finalizing. Until the Company finalizes the valuation process, there may be adjustments during the measurement period. ā The following table summarizes the purchase price consideration in connection with the Pantaya Acquisition as of March 31, 2021 ( amounts in thousands ): ā ā ā ā ā Total cash consideration $ 123,605 Class A common stock consideration (a) ā 2,188 Effective settlement of pre-existing receivables and payables, net (b) ā 1,499 Total consideration ā 127,292 Fair value of existing 25% equity interest ā ā 30,092 Total ā $ 157,384 (a) Calculated as 238,436 shares issued to certain employees, who held Pantaya stock-based compensation awards, multiplied by $11.65 , which was the closing price of a share of the Companyās common stock on March 31, 2021, reduced by post-combination expense of approximately $0.6 million associated with the excess fair value over replacement awards. ā (b) Effective settlement of pre-existing accounts receivable of $2.3 million for content licensed to Pantaya and programming rights payable of $0.8 million for content licensed from Pantaya prior to the Acquisition Date. ā The following table summarizes the preliminary fair values of the assets acquired, liabilities assumed and resulting goodwill in the Pantaya Acquisition as of March 31, 2021 ( amounts in thousands ): ā ā ā ā ā ā March 31, 2021 Cash ā $ 985 Accounts receivable ā ā 5,203 Fixed assets ā 602 Finite-lived intangible assets ā programming rights ā 30,767 Other assets ā 6,731 Accounts payable ā (2,807) Accrued expenses ā (13,049) Film obligations ā ā (15,225) Goodwill ā ā 144,177 Fair value of net assets acquired ā $ 157,384 ā The preliminary fair value of the accounts receivable is based on the net realizable value and no amounts are believed to be uncollectible. The preliminary fair value of the finite-lived intangible assets, which consists of programming rights, is $ 30.8 million. This finite-lived intangible asset will be amortized on a straight-line basis over the weighted-average useful life of 4.6 years. The Company has not yet finalized the estimated fair values of the net assets acquired. ā Goodwill of $ 144.2 million represents Company-specific operational synergies and the future growth opportunities of Pantayaās subscription streaming service. The goodwill associated with the transaction is expected to be deductible for tax purposes. ā Supplemental Pro Forma Information (Unaudited) ā The following table sets forth the unaudited supplemental pro forma results of operations assuming that the Pantaya Acquisition occurred on January 1, 2020: ā ā ā ā ā ā ā ā ā ā Three months ended June 30, ā 2021 2020 Net revenue ā $ 50,460 ā $ 45,168 Operating income (loss) ā 8,524 ā (654) ā ā ā ā ā ā ā ā ā ā Six months ended June 30, ā 2021 2020 Net revenue ā $ 99,367 ā $ 88,282 Operating income (loss) ā 12,057 ā (8,615) ā These unaudited supplemental pro forma results, as if the Pantaya Acquisition occurred on January 1,2020, are presented for illustrative purposes and are not intended to represent or be indicative of the actual results of operations of the combined company nor are they intended to represent or be indicative of future results of operations. The unaudited supplemental pro forma results of operations for all periods set forth above includes the combined historical operating results of Hemisphere and Pantaya, as adjusted by including the amortization of finite-lived intangible assets identified as a result of the Pantaya Acquisition of $1.7 million for the three months ended June 30, 2020 and $1.7 million and $3.4 million for the six months ended June 30, 2021 and 2020, respectively, and excluding all revenues and expenses from the business conducted between the Company and Pantaya. Results for the three and six months ended June, 2020, also includes non-recurring costs incurred in connection with the Pantaya Acquisition of $1.4 million and $8.1 million, respectively, which have been excluded from the three and six months ended June 30, 2021, respectively. ā The Pantaya Acquisition closed at the end of the day on March 31, 2021 and the operating results of Pantaya are included in our Condensed Consolidated Statements of Operations for the three months ended June 30, 2021. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions | |
Related Party Transactions | Note 4. Related Party Transactions ā 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: ā ā MVS provides Cinelatino with satellite and support services including origination, uplinking and satellite delivery of two feeds of Cinelatinoās channel (for U.S. and Latin America), master control and monitoring, dubbing, subtitling and closed captioning, and other support services. Expenses incurred under this agreement are included in cost of revenues in the accompanying Condensed Consolidated Statements of Operations. Total expenses incurred were $0.7 million and $0.6 million for the three months ended June 30, 2021 and 2020, respectively. Total expenses incurred were $1.3 million for each of the six months ended June 30, 2021 and 2020. Amounts due to MVS pursuant to the agreement amounted to $0.4 million and $0.6 million at June 30, 2021 and December 31, 2020, respectively. ā ā Dish Mexico (d/b/a Comercializadora de Frecuencias Satelitales, S. de R.L. de C.V.), an MVS affiliate that operates a subscription satellite television service throughout Mexico and distributes Cinelatino as part of its service. Total revenue recognized was $0.2 million and $0.3 million for the three months ended June 30, 2021 and 2020, respectively. Total revenue recognized was $0.5 million and $0.6 million for the six months ended June 30, 2021 and 2020, respectively. Amounts due from Dish Mexico amounted to $0.2 million and $0.3 million at June 30, 2021 and December 31, 2020, respectively. ā ā MVS has the non-exclusive right to duplicate, distribute and exhibit Cinelatinoās service via cable, satellite or by any other means in Mexico. Cinelatino receives revenues net of MVSās distribution fee, which is equal to 13.5% of all license fees collected from third party distributors managed but not owned by MVS. Total revenues recognized were $0.2 million for each of the three months ended June 30, 2021 and 2020. Total revenues recognized were $0.4 million for each of the six months ended June 30, 2021 and 2020. Amounts due from MVS pursuant to this agreement amounted to $0.2 million and $0.4 million at June 30, 2021 and December 31, 2020, respectively. ā Pantaya has an agreement with Univision Communications, Inc. (āUCIā), which has directors in common with the Company (who may hold a material financial interest in UCI), for the purchase of advertising on UCIās television and radio properties. Expenses under this agreement are included in selling, general and administrative expenses in the accompanying Condensed Consolidated Statement of Operations. Total expenses incurred were $0.5 million for the three months ended June 30, 2021. Amounts due to UCI pursuant to this agreement totaled $0.5 million at June 30, 2021. At June 30, 2021, the Company has a remaining commitment of $5.2 million, which is included in Note 14, āCommitmentsā of Notes to Condensed Consolidated Financial Statements. ā The Company entered into an amended and restated consulting agreement with James M. McNamara, a member of the Companyās board of directors, on August 13, 2019, 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 this agreement are included in selling, general and administrative expenses in the accompanying Condensed Consolidated Statements of Operations and amounted to $0.1 million for each of the three months ended June 30, 2021 and 2020, and $0.2 million for each of the six months ended June 30, 2021 and 2020. No amounts were due to this related party at June 30, 2021 and December 31, 2020. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill and Intangible Assets | |
Goodwill and Intangible Assets | Note 5. Goodwill and Intangible Assets ā Goodwill and intangible assets consist of the following as of June 30, 2021 and December 31, 2020 ( amounts in thousands ā ā ā ā ā ā ā ā ā ā June 30, ā December 31, ā 2021 2020 Broadcast license ā $ 41,356 ā $ 41,356 Goodwill ā 309,774 ā 165,597 Other intangibles ā 50,741 ā 24,761 Total intangible assets ā $ 401,871 ā $ 231,714 ā A summary of changes in the Companyās goodwill and other indefinite-lived intangible assets, on a net basis, for the six months ended June 30, 2021 is as follows (amounts in thousands) ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Net Balance at ā ā ā ā ā ā ā Net Balance at ā December 31, 2020 Additions Impairment June 30, 2021 Broadcast license ā $ 41,356 ā $ ā ā $ ā ā $ 41,356 Goodwill ā 165,597 ā 144,177 ā ā ā 309,774 Brands ā ā 15,986 ā ā ā ā ā ā ā ā 15,986 Other intangibles ā 700 ā ā ā ā ā 700 Total indefinite-lived intangibles ā $ 223,639 ā $ 144,177 ā $ ā ā $ 367,816 ā A summary of the changes in the Companyās other amortizable intangible assets for the six months ended June 30, 2021 is as follows (amounts in thousands) ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Net Balance at ā ā ā ā ā ā ā Net Balance at ā December 31, 2020 Additions Amortization June 30, 2021 Affiliate and customer relationships ā $ 7,304 ā $ ā ā $ (2,886) ā $ 4,418 Non-compete agreement ā ā 329 ā ā ā ā ā (180) ā ā 149 Programming contracts ā ā 427 ā ā 30,767 ā ā (1,710) ā ā 29,484 Other intangibles ā ā 15 ā ā ā ā ā (11) ā ā 4 Total finite-lived intangibles ā $ 8,075 ā $ 30,767 ā $ (4,787) ā $ 34,055 ā The aggregate amortization expense of the Companyās amortizable intangible assets was $3.2 million and $1.6 million for the three months ended June 30, 2021 and 2020, respectively, and $4.8 million and $3.5 million for the six months ended June 30, 2021 and 2020, respectively. The weighted average remaining amortization period is 3.9 years at June 30, 2021. ā Future estimated amortization expense is as follows (amounts in thousands): ā ā ā ā ā Year Ending December 31, Amount Remainder of 2021 ā $ 6,415 2022 ā 8,210 2023 ā 6,772 2024 ā ā 6,772 2025 and thereafter ā 5,886 Total ā $ 34,055 ā |
Equity Method Investments
Equity Method Investments | 6 Months Ended |
Jun. 30, 2021 | |
Equity Method Investments | |
Equity Method Investments | Note 6. Equity Method Investments ā The Company makes investments that support its underlying business strategy and enables it to enter new markets. The Company holds equity investments in Canal 1 and Snap JV (in each case, as defined and discussed below), which are variable interest entities (āVIEsā), for which the Company is not the primary beneficiary. The primary beneficiary is the party involved with the VIE that (i) has the power to direct the activities of the VIE that most significantly impact the VIEās economic performance, and (ii) has the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. The activities of each VIE that most significantly impact the VIEās economic performance are controlled by the VIEās board of directors and the Companyās representation on the board of directors of each VIE is commensurate with its voting equity interest. As the Company does not hold a majority voting interest or disproportionate voting or other rights, it does not have the power to direct the activities that most significantly impact the economic performance of any of these VIEs. ā 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%. In July 2019, the Colombian government enacted legislation resulting in the extension of the concession license for Canal 1 for an additional ten years for no additional consideration. The concession is now due to expire on April 30, 2037 and is renewable for an additional 20-year period. The joint venture is deemed a VIE that is accounted for under the equity method. As of June 30, 2021, we have funded $121.1 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 June 30, 2021 and 2020, we recorded $8.6 million and $10.2 million in loss on equity method investment in the accompanying Condensed Consolidated Statements of Operations, respectively. For the six months ended June 30, 2021 and 2020, we recorded $6.0 million and $17.0 million in loss on equity method investment activity in the accompanying Condensed Consolidated Statements of Operations, respectively. The net balance recorded in equity method investments related to the Canal 1 joint venture was $25.4 million and $29.9 million as of June 30, 2021 and December 31, 2020, respectively, and is included in the accompanying Condensed Consolidated Balance Sheets. As of June 30, 2021 and December 31, 2020, we had a receivable balance from Canal 1 of $2.6 million, and is included in other assets in the accompanying Condensed Consolidated Balance Sheets. ā 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, for $5.0 million. At March 31, 2020, given the negative impacts caused by the COVID-19 pandemic and the associated liquidity and going-concern uncertainties related to REMEZCLA, the Company determined that the investment in REMEZCLA was other-than-temporarily impaired and recorded a non-cash impairment charge of $5.5 million reflecting the write-off of the full carrying amount of our investment. The write-off was recorded in impairment of equity method investment in the Condensed Consolidated Statements of Operations. Due to the write-off of the investment carrying value, we did not record any share of the loss from the investment for the three and six months ended June 30, 2021 and 2020. The net balance recorded in equity method investments related to REMEZCLA was $0 million as of June 30, 2021 and December 31, 2020. ā On November 26, 2018, Snap Media acquired a 50% interest in Snap JV, LLC (āSnap JVā) (we own 75% of Snap Media), a newly formed joint venture with Mar Vista Entertainment, LLC (āMarVistaā), to co-produce original movies and series. The investment is deemed a VIE that is accounted for under the equity method. As of June 30, 2021, we have funded $0.4 million into Snap JV. We record the income or loss on investment on a one quarter lag. For each of the three months ended June 30, 2021 and 2020, we recorded $0 million in loss on equity method investments in the accompanying Condensed Consolidated Statements of Operations. For the six months ended June 30, 2021 and 2020, we recorded $0 million and $0.2 million, respectively, in loss on equity method investments in the accompanying Condensed Consolidated Statements of Operations. The net balance recorded in equity method investments related to Snap JV was $0.1 million as of June 30, 2021 and December 31, 2020, and is included in the accompanying Condensed Consolidated Balance Sheets. ā On March 31, 2021, the Company acquired the remaining 75% equity interest in Pantaya. As a result of the acquisition, Pantaya is now a wholly owned consolidated subsidiary, and as of April 1, 2021, is no longer treated as an equity method investment. For more information, see Note 3, āBusiness Combinationā of Notes to Condensed Consolidated Financial Statements. ā 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 six months ended March 31, 2021 are included below (amounts in thousands): ā ā ā ā ā ā Total Equity Investees Current assets ā $ 14,021 Non-current assets ā $ 26,216 Current liabilities ā $ 64,151 Non-current liabilities ā $ 4,254 Net revenue ā $ 5,409 Operating loss ā $ (6,638) Net loss ā $ (16,238) ā |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2021 | |
Income Taxes | |
Income Taxes | Note 7. Income Taxes ā The 2017 Tax Cuts and Jobs Act (āJobs Actā) was enacted on December 22, 2017. The Jobs Act revised the U.S. corporate income tax by lowering the statutory corporate tax rate from 35% to 21% in 2018. 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 of our utilization of foreign tax credits created by income taxes paid in Puerto Rico and Latin America, resulting in a valuation allowance. Additionally, the Company evaluated the potential interest limitation established under the tax act and determined that no limitation would affect the 2021 provision for income taxes. ā For the six months ended June 30, 2021 and 2020, our income tax expense has been computed utilizing an estimated annual effective tax rate of 46.7% and 35.7%, respectively. The difference between the annual effective rate of 46.7% and the statutory Federal income tax rate of 21% in the six month period ended June 30, 2021, is primarily due to the impact of the Tax Act, which impacted the valuation allowance on foreign tax credits, and limitations on the deductibility of executive compensation under Internal Revenue Code Section 162(m). The annual effective tax rate related to income generated in the U.S. is 31.8%. 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, 14.9% 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 six month period ended June 30, 2021 to 46.7%. Additionally, the gain related to the step acquisition of Pantaya of $30.1 million was determined to be significant and infrequent, and as a result, this item has not been included in the annual effective tax rate. ā The difference between the annual effective rate of 35.7% and the statutory Federal income tax rate of 21% in the six month period ended June 30, 2020, is primarily due to the impact of the Tax Act , which impacted the valuation allowance on foreign tax credits, and limitations on the deductibility of executive compensation under Internal Revenue Code Section 162(m). The annual effective tax rate related to income generated in the U.S. is 26.3%. 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, 9.4% 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 six month period ended June 30, 2020 to 35.7%. ā Income tax expense was $1.8 million and $2.9 million for the three months ended June 30, 2021 and 2020, respectively. Income tax expense was $3.1 million and $1.2 million for the six months ended June 30, 2021 and 2020, respectively. |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Jun. 30, 2021 | |
Long-Term Debt | |
Long-Term Debt | Note 8. Long-Term Debt ā Long-term debt as of June 30, 2021 and December 31, 2020 consists of the following (amounts in thousands) ā ā ā ā ā ā ā ā ā June 30, 2021 December 31, 2020 Senior Notes due February 2024 ā $ 250,289 ā $ 202,990 Less: Current portion ā 2,686 ā 2,134 ā ā $ 247,603 ā $ 200,856 ā On February 14, 2017, Hemisphere Media Holdings, LLC (āHoldingsā) and InterMedia EspaƱol, Inc. (together with Holdings, the āBorrowersā), both wholly owned, indirect subsidiaries of the Company, amended the Term Loan Facility (the āSecond Amended Term Loan Facilityā). The Second Amended Term Loan Facility provides for a $213.3 million senior secured term loan B facility, and matures on February 14, 2024. The Second Amended Term Loan Facility bore interest at the Borrowersā option of either (i) London Inter-bank Offered Rate (āLIBORā) plus a margin of 3.50% or (ii) an Alternate Base Rate (āABRā) plus a margin of 2.50%. ā On March 31, 2021 (the āClosing Dateā), the Borrowers amended the Term Loan Facility, as previously amended (the āThird Amended Term Loan Facilityā), for the borrowing of a new tranche of term loans in the aggregate principal amount of $ 50.0 million and matures on February 14, 2024. The Third Amended Term Loan Facility bears interest at the Borrowersā option of either (i) LIBOR plus a margin of 3.50% or (ii) an ABR plus a margin of 2.50% . There is no LIBOR floor. The add-on to the term loan B facility was issued with 4.0% of original issue discount (āOIDā). ā Additionally, the Third Amended Term Loan Facility provides for a revolving loan (the āRevolving Facilityā) allowing for an aggregate principal amount of up to $30.0 million. The Revolving Facility is secured on a pari passu basis by the collateral securing the Third Amended Term Loan Facility and will mature on November 15, 2023. The Revolving Facility will bear interest at the Borrowersā option of either (i) LIBOR (which will not be less than zero ) plus a margin of 2.75% or (ii) or an ABR plus a margin of 1.75% , in each case, with a 25 basis points (ābpsā) step-up at a First Lien Net Leverage Ratio level of 3.50 :1.00 and two 25 bps step-downs at a First Lien Net Leverage Ratio level of 2.50 :1.00 and 1.50 :1.00. The First Lien Net Leverage Ratio limits the amount of cash netted against debt to a maximum amount of $60.0 million. The Borrowers are also required to pay a quarterly commitment fee on the undrawn balance of the Revolving Facility at 37.5 bps per annum. As of June 30, 2021, the Revolving Facility was undrawn. ā The Third Amended Term Loan Facility does not have any maintenance covenants. The Revolving Facility will have a springing First Lien Net Leverage Ratio of no greater than 5.00:1.00, tested commencing with the last day of the fiscal quarter ending June 30, 2021, and the last day of each fiscal quarter thereafter, solely to the extent that on such day, the aggregate amount of revolving loans and letter of credit exposure (excluding up to $5.0 million of undrawn letters of credit and cash collateralized or backstopped letters of credit) exceeds 35% of the aggregate commitments under the Revolving Facility. ā The Third Amended Term Loan Facility requires the Borrowers to make amortization payments (in quarterly installments) equal to 1.00% per annum with respect to the Third Amended Term Loan Facility with any remaining amount due at final maturity. The Third Amended Term Loan Facility principal payments commenced on June 30, 2021, with a final installment due on February 14, 2024. Voluntary prepayments are permitted, in whole or in part, subject to certain minimum prepayment requirements. ā 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 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 2.3x at December 31, 2020, resulting in an excess cash flow percentage of 0% and therefore, no excess cash flow payment was due in March 2021. ā In accordance with ASC 470 ā Debt ASC 470 ā Debt ASU 2015-15 InterestāImputation of Interest (Subtopic 835-30) Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line of Credit Arrangements, ā The carrying value of the long-term debt approximates fair value at June 30, 2021 and December 31, 2020, 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 amounts in thousands ā ā ā ā ā Year Ending December 31, Amount Remainder of 2021 ā $ 1,358 2022 ā 2,656 2023 ā 2,656 2024 ā 246,976 Total ā $ 253,646 ā |
Derivative Instruments
Derivative Instruments | 6 Months Ended |
Jun. 30, 2021 | |
Derivative Instruments | |
Derivative Instruments | Note 9. Derivative Instruments ā 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. ā On May 4, 2017, we entered into two identical pay-fixed, receive-variable, interest rate swaps with two different counterparties, to hedge the variability in the LIBOR interest payments on an aggregate notional value of $100.0 million of our Senior Notes, through the expiration of the swaps on March 31, 2022. At inception, these interest rate swaps were designated as cash flow hedges of interest rate risk, and as such, the unrealized changes in fair value are recorded in accumulated other comprehensive income (āAOCIā). ā The change in the fair value of the interest rate swap agreements for the three months ended June 30, 2021 and 2020, resulted in an unrealized gain of $0.4 million and $0.1 million, respectively, and was included in AOCI net of taxes. The change in the fair value of the interest rate swap agreements for the six months ended June 30, 2021 and 2020, resulted in an unrealized gain of $0.9 million and an unrealized loss of $2.3 million, respectively, which were included in AOCI net of taxes. The Company paid $0.5 million and $0.4 million of net interest on the settlement of the interest rate swap agreements for each of the three months ended June 30, 2021 and 2020, respectively. The Company paid $0.9 million and $0.4 million of net interest on the settlement of the interest rate swap agreements for the six months ended June 30, 2021 and 2020, respectively. As of June 30, 2021, the Company estimates that none of the unrealized loss 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 the accompanying Condensed Consolidated Statement of Operations for the three and six months ended June 30, 2021 and 2020. ā The aggregate fair value of the interest rate swaps was $1.4 million and $2.2 million as of June 30, 2021 and December 31, 2020, respectively, and was recorded in other long-term liabilities on the accompanying Condensed Consolidated Balance Sheets. ā 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 | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Measurements | |
Fair Value Measurements | Note 10. Fair Value Measurements ā 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. ā 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 June 30, 2021 and December 31, 2020 ( amounts in thousands ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Estimated Fair Value ā ā ā ā June 30, 2021 Category Balance Sheet Location Level 1 Level 2 Level 3 Total Cash flow hedges: ā ā ā Interest rate swap ā Other long-term liabilities ā ā $ 1,355 ā ā $ 1,355 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Estimated Fair Value ā ā ā ā December 31, 2020 Category Balance Sheet Location Level 1 Level 2 Level 3 Total Cash flow hedges: ā ā ā ā ā ā ā ā ā ā Interest rate swap ā Other long-term liabilities ā ā $ 2,231 ā ā $ 2,231 ā 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, other intangible assets, and equity method investments. On March 31, 2021, the Company acquired the remaining 75% equity interest in Pantaya. The Company accounted for the acquisition of the remaining 75% equity interest of Pantaya as a step acquisition, which required remeasurement of the Companyās existing 25% equity interest to fair value prior to completing the acquisition method of accounting. The Company utilized a market-based valuation approach to determine the fair value of the existing equity interest by adjusting for a control premium, which was based on comparable market transactions. As a result, the Company increased the value of its existing equity interest to its fair value resulting in the recognition of a non-cash gain of $30.1 million, which was included in (loss) gain on equity method investment activity in the accompanying Condensed Consolidated Statement of Operations for the six months ended June 30, 2021. For more information, see Note 3, āBusiness Combinationā of Notes to Condensed Consolidated Financial Statements. There were no other changes to the fair value of non-financial assets and liabilities measured on a nonrecurring basis. ā 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 | 6 Months Ended |
Jun. 30, 2021 | |
Stockholders' Equity | |
Stockholders' Equity | Note 11. Stockholdersā Equity ā Capital stock ā As of June 30, 2021, the Company had 20,484,602 shares of Class A common stock, and 19,720,381 shares of Class B common stock, issued and outstanding. ā On November 18, 2020, the Company announced that its Board of Directors authorized the repurchase of up to $20.0 million of the Companyās Class A common stock, par value $0.0001 per share (āClass A common stockā). Under the Companyās stock repurchase program, management is authorized to purchase shares of the Companyās common stock from time to time through open market purchases at prevailing prices, subject to stock price, business and market conditions and other factors. The expiration date for the repurchase plan is November 19, 2021. For the six months ended June 30, 2021, the Company repurchased 127,458 shares of Class A common stock under the repurchase program for an aggregate purchase price of $1.3 million. As of June 30, 2021, the Company repurchased 0.2 million shares of Class A common stock under the repurchase program for an aggregate purchase price of $1.7 million, and the repurchased shares were recorded as treasury stock on the accompanying Condensed Consolidated Balance Sheets. As of June 30, 2021, the Company had $18.3 million remaining for future repurchases under the existing stock repurchase program. ā Equity incentive plans ā Effective May 25, 2021, 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 āEquity Incentive Planā) to increase the number of shares of Class A common stock that may be delivered under the Equity Incentive Plan to an aggregate of 10.2 million shares of our Class A common stock. At June 30, 2021, 3.2 million shares remained available for issuance of stock options or other stock-based awards under our 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 Equity Incentive Plan, on and after which date no awards may be granted, is April 4, 2023. The Companyās Board of Directors, or a committee thereof, administers the 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. ā The Companyās 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 granteeās continued employment or service with the Company. The Companyās performance-based option awards vest based on the achievement of certain non-market-based performance metrics of the Company, subject to the granteeās continued employment or service with the Company. The event-based restricted stock awards granted to certain members of our Board vest on the day preceding the Companyās annual stockholder meeting. ā Stock-based compensation ā Stock-based compensation expense related to stock options and restricted stock was $1.5 million and $1.4 million for the three months ended June 30, 2021 and 2020, respectively, and $2.8 million and $2.6 million for the six months ended June 30, 2021 and 2020, respectively. As of June 30, 2021, there was $3.9 million of total unrecognized compensation cost related to unvested stock options, which is expected to be recognized over a weighted-average period of 2.0 years. As of June 30, 2021, there was $5.0 million of total unrecognized compensation cost related to unvested restricted stock, which is expected to be recognized over a weighted-average period of 1.8 years. ā Stock options ā The fair value of stock options granted is estimated at the date of grant using the Black-Scholes pricing model for time-based options and performance-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 āplain vanillaā options and the Monte Carlo simulation for event-based options. Expected volatility is based on the historical volatility of the Companyās 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. ā ā ā ā ā ā ā ā ā ā Six Months Ended ā Year Ended ā Black-Scholes Option Valuation Assumptions June 30, 2021 December 31, 2020 ā Risk-free interest rate ā 0.97% ā 1.08 % ā 0.42% - 0.50 % Dividend yield ā ā ā ā ā ā Volatility ā 37.3% - 39.8 % ā 44.2% - 46.1 % Weighted-average expected term (years) ā 6.0 ā ā 6.0 ā ā The following table summarizes stock option activity for the six months ended June 30, 2021 (shares and intrinsic value in thousands) ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Weighted- ā Weighted- average ā ā ā ā ā ā average ā remaining contractual ā Aggregate intrinsic ā Number of shares exercise price term value Outstanding at December 31, 2020 ā 3,935 ā $ 11.69 5.1 ā $ 291 Granted ā 495 ā ā 11.87 ā 6.0 ā ā ā Exercised ā (50) ā ā 10.20 ā ā ā ā ā Forfeited ā ā ā ā ā ā ā ā ā ā Expired ā ā ā ā ā ā ā ā ā ā Outstanding at June 30, 2021 ā 4,380 ā $ 11.68 ā 5.1 ā $ 2,356 Vested at June 30, 2021 ā 3,452 ā $ 11.64 ā 4.2 ā $ 2,188 Exercisable at June 30, 2021 ā 3,452 ā $ 11.64 4.2 ā $ 2,188 ā The weighted average grant date fair value of options granted for the six months ended June 30, 2021 was $4.64. At June 30, 2021, 0.5 million options granted and included in the table above are unvested performance-based options. ā Restricted stock ā Certain employees and directors have been awarded restricted stock under the 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. ā The following table summarizes restricted share activity for the six months ended June 30, 2021 ( shares in thousands ā ā ā ā ā ā ā ā ā ā ā Weighted-average ā Number of shares grant date fair value Outstanding at December 31, 2020 ā 499 ā $ 11.26 Granted ā 512 ā ā 11.87 Vested ā (518) ā ā 11.29 Forfeited ā ā ā ā ā Outstanding at June 30, 2021 ā 493 ā $ 11.87 ā |
Contingencies
Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Contingencies | |
Contingencies | Note 12. Contingencies ā 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 | 6 Months Ended |
Jun. 30, 2021 | |
Leases | |
Leases | Note 13. Leases ā 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 ā A summary of the classification of operating leases on our Condensed Consolidated Balance Sheets as of June 30, 2021 and December 31, 2020 ( amounts in thousands ā ā ā ā ā ā ā ā ā ā ā ā ā June 30, December 31, ā ā ā 2021 ā 2020 Operating lease right-of-use assets ā ā $ 1,544 ā $ 1,820 Operating lease liability, current ā (Other accrued expenses) ā 678 ā 609 Operating lease liability, non-current ā (Other long-term liabilities) ā $ 1,079 ā $ 1,400 ā Components of lease cost reflected in our Condensed Consolidated Statement of Operations for the three and six months ended June 30, 2021 and 2020 ( amounts in thousands ā ā ā ā ā ā ā ā ā ā Three months ended June 30, ā 2021 2020 Operating lease cost ā $ 168 ā $ 152 Short-term lease cost ā 135 ā 12 Total lease cost ā $ 303 ā $ 164 ā ā ā ā ā ā ā ā ā ā Six months ended June 30, ā 2021 2020 Operating lease cost ā $ 337 ā $ 320 Short-term lease cost ā 178 ā 85 Total lease cost ā $ 515 ā $ 405 ā A summary of weighted-average remaining lease term and weighted-average discount rate as of June 30, 2021: ā ā ā ā ā Weighted-average remaining lease term 3.3 years Weighted average discount rate 6.2 % ā Supplemental cash flow and other non-cash information for the six months ended June 30, 2021 and 2020 ( amounts in thousands ā ā ā ā ā ā ā ā ā ā Six months ended June 30, ā 2021 2020 Operating cash flows from operating leases ā $ 304 ā $ 288 Operating lease right-of-use assets obtained in exchange for new operating lease liabilities ā ā ā ā ā Future annual minimum lease commitments as of June 30, 2021 were as follows ( amounts in thousands ā ā ā ā ā ā June 30, 2021 Remainder of 2021 ā $ 407 2022 ā 614 2023 ā 494 2024 ā 226 2025 ā 201 Total minimum payments ā $ 1,942 Less: amount representing interest ā (185) Lease liability ā $ 1,757 ā |
Commitments
Commitments | 6 Months Ended |
Jun. 30, 2021 | |
Commitments | |
Commitments | Note 14. Commitments ā The Company has other commitments in addition to the various operating leases included in Note 13, āLeasesā of Notes to Condensed Consolidated Financial Statements, primarily programming and marketing. ā Future minimum payments as of June 30, 2021, are as follows (amounts in thousands) ā ā ā ā ā ā June 30, 2021 Remainder of 2021 ā $ 16,662 2022 ā 11,752 2023 ā 2,626 2024 ā 685 2025 and thereafter ā 575 Total ā $ 32,300 ā |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events | |
Subsequent Events | Note 15. Subsequent Events ā Effective July 15, 2021, the Company entered into an agreement with Snap Distribution, Inc., a British Virgin Islands company, pursuant to which, Snap Distribution, Inc. will relinquish the 25 % minority interest in Snap Global, LLC, at which point Snap Global, LLC will become a wholly owned subsidiary of the Company. Additionally, Snap Distribution, Inc. waived the remaining consideration payment of $0.5 million, which would have been payable in the fourth quarter of 2021. |
Nature of Business (Policies)
Nature of Business (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Nature of Business | |
Reclassification: | Reclassification: |
Basis of presentation: | Basis of presentation: The accompanying 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 (āGAAPā) 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 and six months ended June 30, 2021 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, 2021. These 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, 2020. |
Net (loss) income per common share: | Net (loss) income per common share: ā The following table sets forth the computation of the common shares outstanding used in determining basic and diluted (loss) income per share attributable to Hemisphere Media Group, Inc. ( amounts in thousands, except per share amounts): ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Three Months Ended June 30, ā Six Months Ended June 30, ā 2021 2020 2021 2020 Numerator for (loss) income per common share calculation: ā ā ā ā ā ā ā ā ā ā ā ā Net (loss) income attributable to Hemisphere Media Group, Inc. ā $ (6,286) ā $ (6,682) ā $ 27,072 ā $ (16,110) ā ā ā ā ā ā ā ā ā ā ā ā ā Denominator for (loss) income per common share calculation: ā ā ā ā ā ā ā ā ā ā ā ā Weighted-average common shares, basic ā 39,641 ā 39,444 ā 39,511 ā 39,378 Effect of dilutive securities ā ā ā ā ā ā ā ā ā ā ā ā Stock options and restricted stock ā ā ā ā ā 389 ā ā Weighted-average common shares, diluted ā 39,641 ā 39,444 ā 39,900 ā 39,378 ā ā ā ā ā ā ā ā ā ā ā ā ā (Loss) income per share attributable to Hemisphere Media Group, Inc. ā ā ā ā ā ā ā ā ā ā ā ā Basic ā $ (0.16) ā $ (0.17) ā $ 0.69 ā $ (0.41) Diluted ā $ (0.16) ā $ (0.17) ā $ 0.68 ā $ (0.41) ā We apply the treasury stock method to measure the dilutive effect of our outstanding stock options and restricted stock awards and include the respective common share equivalents in the denominator of our diluted (loss) income per common share calculation. Per the Accounting Standards Codification (āASCā) 260, 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) income per share computation (ASC 260-10-45-23). The assumed exercise only occurs when the options are āIn the Moneyā (exercise price is lower than the average market price for the period). If the options are āOut of the Moneyā (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 1.6 million and 3.9 million shares of common stock for the three months ended June 30, 2021 and 2020, respectively, were excluded from the computation of diluted loss per common share for these periods because their effect would have been anti-dilutive. Potentially dilutive securities representing 2.1 million and 2.8 million shares of common stock for the six months ended June 30, 2021 and 2020, respectively, were excluded from the computation of diluted (loss) income per common share for these periods because their effects would have been anti-dilutive. The net (loss) income per share attributable to Hemisphere Media Group, Inc. 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. ā As a result of the loss from operations for the three months ended June 30, 2021 and 2020, 0.4 million and 0.0 million, respectively, outstanding awards were excluded from the computation of diluted loss per share because their effect was anti-dilutive. As a result of the loss from operations for the six months ended June 30, 2020, 0.3 million outstanding awards were excluded from the computation of diluted loss per share because their effect was anti-dilutive. |
Risks and uncertainties: | Risks and uncertainties: In March 2020, the World Health Organization characterized the coronavirus (āCOVID-19ā) as a pandemic, and the President of the United States declared the COVID-19 outbreak a national emergency. The rapid spread of COVID-19 and the continuously evolving responses to combat it have had a negative impact on the global economy. Even during these unprecedented times, we have continued the production of news and entertainment programming, as our viewers rely on our Networks to keep them informed. ā The impact of COVID-19 and measures to prevent its spread have continued to affect our businesses in a number of ways. Beginning in March 2020, the Company experienced adverse advertising revenue impacts. Operationally, most non-production and programming personnel are working remotely, and the Company has restricted business travel. The Company has managed the remote workforce transition effectively and there have been no material adverse impacts on operations through June 30, 2021. While the Companyās advertising revenue improved in second half of 2020 and continued into the first half of 2021, the Company is unable to reasonably predict the impact that a significant change in circumstances, including the ability of our workforce and/or key personnel to work effectively because of illness, government actions or other restrictions in connection with the COVID-19 pandemic, may have on our businesses in the future. The nature and full extent of the impact of the COVID-19 pandemic on our future operations will depend on numerous factors, all of which are highly uncertain and cannot be reasonably predicted. These factors include the length and severity of the outbreak, including the extent of surges in positive cases related to variants of COVID-19, such as the Delta variant, as well as the availability and efficacy of vaccines and treatments for the disease and whether individuals choose to vaccinate themselves, the responses of private sector businesses and governments, including the timing and amount of government stimulus, the impact on economic activity and the impact on our customers, employees and suppliers. For more information on the risks associated with the COVID-19 pandemic, see āItem 1A-Risk Factorsā included elsewhere in this Quarterly Report. ā The Company has evaluated and continues to evaluate the potential impact of the COVID-19 pandemic on its Condensed Consolidated Financial Statements, including the impairment of goodwill and indefinite-lived intangible assets and the fair value of equity method investments. The ultimate impact of the COVID-19 pandemic, including the extent of any adverse impact on our business, results of operations and financial condition, remains uncertain. |
Use of estimates: | Use of estimates: |
Recently adopted Accounting Standards and Accounting guidance not yet adopted: | Recently adopted Accounting Standards: ASU 2019-12āIncome Taxes (Topic 740): Simplifying the Accounting for Income Taxes. ā Accounting guidance not yet adopted: ASU 2020-04-Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting |
Nature of Business (Tables)
Nature of Business (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Nature of Business | |
Schedule of the computation of the common shares outstanding used in determining basic and diluted (loss) income per share | The following table sets forth the computation of the common shares outstanding used in determining basic and diluted (loss) income per share attributable to Hemisphere Media Group, Inc. ( amounts in thousands, except per share amounts): ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Three Months Ended June 30, ā Six Months Ended June 30, ā 2021 2020 2021 2020 Numerator for (loss) income per common share calculation: ā ā ā ā ā ā ā ā ā ā ā ā Net (loss) income attributable to Hemisphere Media Group, Inc. ā $ (6,286) ā $ (6,682) ā $ 27,072 ā $ (16,110) ā ā ā ā ā ā ā ā ā ā ā ā ā Denominator for (loss) income per common share calculation: ā ā ā ā ā ā ā ā ā ā ā ā Weighted-average common shares, basic ā 39,641 ā 39,444 ā 39,511 ā 39,378 Effect of dilutive securities ā ā ā ā ā ā ā ā ā ā ā ā Stock options and restricted stock ā ā ā ā ā 389 ā ā Weighted-average common shares, diluted ā 39,641 ā 39,444 ā 39,900 ā 39,378 ā ā ā ā ā ā ā ā ā ā ā ā ā (Loss) income per share attributable to Hemisphere Media Group, Inc. ā ā ā ā ā ā ā ā ā ā ā ā Basic ā $ (0.16) ā $ (0.17) ā $ 0.69 ā $ (0.41) Diluted ā $ (0.16) ā $ (0.17) ā $ 0.68 ā $ (0.41) |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Revenue Recognition | |
Schedule of disaggregation of revenue | The following table presents the revenues disaggregated by revenue source (amounts in thousands): ā ā ā ā ā ā ā ā ā ā Three months ended June 30, Revenues by type 2021 2020 Subscriber revenue ā $ 32,218 ā $ 19,273 Advertising revenue ā 17,269 ā 12,378 Other revenue ā 973 ā 3,084 Total revenue ā $ 50,460 ā $ 34,735 ā ā ā ā ā ā ā ā ā ā Six months ended June 30, Revenues by type 2021 2020 Subscriber revenue $ 52,167 ā $ 39,106 Advertising revenue ā 33,175 ā 24,194 Other revenue ā 2,695 ā 3,844 Total revenue $ 88,037 ā $ 67,144 |
Business Combination (Tables)
Business Combination (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Business Combination | |
Schedule of estimated fair values of the assets acquired, liabilities assumed and resulting | The following table summarizes the purchase price consideration in connection with the Pantaya Acquisition as of March 31, 2021 ( amounts in thousands ): ā ā ā ā ā Total cash consideration $ 123,605 Class A common stock consideration (a) ā 2,188 Effective settlement of pre-existing receivables and payables, net (b) ā 1,499 Total consideration ā 127,292 Fair value of existing 25% equity interest ā ā 30,092 Total ā $ 157,384 (a) Calculated as 238,436 shares issued to certain employees, who held Pantaya stock-based compensation awards, multiplied by $11.65 , which was the closing price of a share of the Companyās common stock on March 31, 2021, reduced by post-combination expense of approximately $0.6 million associated with the excess fair value over replacement awards. ā (b) Effective settlement of pre-existing accounts receivable of $2.3 million for content licensed to Pantaya and programming rights payable of $0.8 million for content licensed from Pantaya prior to the Acquisition Date. |
Schedule of purchase price consideration | The following table summarizes the preliminary fair values of the assets acquired, liabilities assumed and resulting goodwill in the Pantaya Acquisition as of March 31, 2021 ( amounts in thousands ): ā ā ā ā ā ā March 31, 2021 Cash ā $ 985 Accounts receivable ā ā 5,203 Fixed assets ā 602 Finite-lived intangible assets ā programming rights ā 30,767 Other assets ā 6,731 Accounts payable ā (2,807) Accrued expenses ā (13,049) Film obligations ā ā (15,225) Goodwill ā ā 144,177 Fair value of net assets acquired ā $ 157,384 |
Schedule of unaudited pro forma results of operations | ā ā ā ā ā ā ā ā ā ā Three months ended June 30, ā 2021 2020 Net revenue ā $ 50,460 ā $ 45,168 Operating income (loss) ā 8,524 ā (654) ā ā ā ā ā ā ā ā ā ā Six months ended June 30, ā 2021 2020 Net revenue ā $ 99,367 ā $ 88,282 Operating income (loss) ā 12,057 ā (8,615) |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill and Intangible Assets | |
Schedule of goodwill and intangible assets | ā Goodwill and intangible assets consist of the following as of June 30, 2021 and December 31, 2020 ( amounts in thousands ā ā ā ā ā ā ā ā ā ā June 30, ā December 31, ā 2021 2020 Broadcast license ā $ 41,356 ā $ 41,356 Goodwill ā 309,774 ā 165,597 Other intangibles ā 50,741 ā 24,761 Total intangible assets ā $ 401,871 ā $ 231,714 |
Summary of the changes in goodwill and other indefinite lived intangible assets | A summary of changes in the Companyās goodwill and other indefinite-lived intangible assets, on a net basis, for the six months ended June 30, 2021 is as follows (amounts in thousands) ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Net Balance at ā ā ā ā ā ā ā Net Balance at ā December 31, 2020 Additions Impairment June 30, 2021 Broadcast license ā $ 41,356 ā $ ā ā $ ā ā $ 41,356 Goodwill ā 165,597 ā 144,177 ā ā ā 309,774 Brands ā ā 15,986 ā ā ā ā ā ā ā ā 15,986 Other intangibles ā 700 ā ā ā ā ā 700 Total indefinite-lived intangibles ā $ 223,639 ā $ 144,177 ā $ ā ā $ 367,816 |
Summary of the changes in finite lived intangible assets | A summary of the changes in the Companyās other amortizable intangible assets for the six months ended June 30, 2021 is as follows (amounts in thousands) ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Net Balance at ā ā ā ā ā ā ā Net Balance at ā December 31, 2020 Additions Amortization June 30, 2021 Affiliate and customer relationships ā $ 7,304 ā $ ā ā $ (2,886) ā $ 4,418 Non-compete agreement ā ā 329 ā ā ā ā ā (180) ā ā 149 Programming contracts ā ā 427 ā ā 30,767 ā ā (1,710) ā ā 29,484 Other intangibles ā ā 15 ā ā ā ā ā (11) ā ā 4 Total finite-lived intangibles ā $ 8,075 ā $ 30,767 ā $ (4,787) ā $ 34,055 ā |
Schedule of future estimated amortization expense | Future estimated amortization expense is as follows (amounts in thousands): ā ā ā ā ā Year Ending December 31, Amount Remainder of 2021 ā $ 6,415 2022 ā 8,210 2023 ā 6,772 2024 ā ā 6,772 2025 and thereafter ā 5,886 Total ā $ 34,055 |
Equity Method Investments (Tabl
Equity Method Investments (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
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 six months ended March 31, 2021 are included below (amounts in thousands): ā ā ā ā ā ā Total Equity Investees Current assets ā $ 14,021 Non-current assets ā $ 26,216 Current liabilities ā $ 64,151 Non-current liabilities ā $ 4,254 Net revenue ā $ 5,409 Operating loss ā $ (6,638) Net loss ā $ (16,238) |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Long-Term Debt | |
Schedule of long-term debt | Long-term debt as of June 30, 2021 and December 31, 2020 consists of the following (amounts in thousands) ā ā ā ā ā ā ā ā ā June 30, 2021 December 31, 2020 Senior Notes due February 2024 ā $ 250,289 ā $ 202,990 Less: Current portion ā 2,686 ā 2,134 ā ā $ 247,603 ā $ 200,856 |
Schedule of maturities of long-term debt | ā ā ā ā ā Year Ending December 31, Amount Remainder of 2021 ā $ 1,358 2022 ā 2,656 2023 ā 2,656 2024 ā 246,976 Total ā $ 253,646 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Measurements | |
Schedule of assets and liabilities that are measured at fair value on a recurring basis | ā 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 June 30, 2021 and December 31, 2020 ( amounts in thousands ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Estimated Fair Value ā ā ā ā June 30, 2021 Category Balance Sheet Location Level 1 Level 2 Level 3 Total Cash flow hedges: ā ā ā Interest rate swap ā Other long-term liabilities ā ā $ 1,355 ā ā $ 1,355 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Estimated Fair Value ā ā ā ā December 31, 2020 Category Balance Sheet Location Level 1 Level 2 Level 3 Total Cash flow hedges: ā ā ā ā ā ā ā ā ā ā Interest rate swap ā Other long-term liabilities ā ā $ 2,231 ā ā $ 2,231 ā |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Stockholders' Equity | |
Summary of stock option activity | The following table summarizes stock option activity for the six months ended June 30, 2021 (shares and intrinsic value in thousands) ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Weighted- ā Weighted- average ā ā ā ā ā ā average ā remaining contractual ā Aggregate intrinsic ā Number of shares exercise price term value Outstanding at December 31, 2020 ā 3,935 ā $ 11.69 5.1 ā $ 291 Granted ā 495 ā ā 11.87 ā 6.0 ā ā ā Exercised ā (50) ā ā 10.20 ā ā ā ā ā Forfeited ā ā ā ā ā ā ā ā ā ā Expired ā ā ā ā ā ā ā ā ā ā Outstanding at June 30, 2021 ā 4,380 ā $ 11.68 ā 5.1 ā $ 2,356 Vested at June 30, 2021 ā 3,452 ā $ 11.64 ā 4.2 ā $ 2,188 Exercisable at June 30, 2021 ā 3,452 ā $ 11.64 4.2 ā $ 2,188 |
Summary of restricted share activity | The following table summarizes restricted share activity for the six months ended June 30, 2021 ( shares in thousands ā ā ā ā ā ā ā ā ā ā ā Weighted-average ā Number of shares grant date fair value Outstanding at December 31, 2020 ā 499 ā $ 11.26 Granted ā 512 ā ā 11.87 Vested ā (518) ā ā 11.29 Forfeited ā ā ā ā ā Outstanding at June 30, 2021 ā 493 ā $ 11.87 |
Time Based Restricted Stock Awards and Stock Option | Black Scholes Pricing Model | |
Stockholders' Equity | |
Schedule of valuation assumptions | ā ā ā ā ā ā ā ā ā ā Six Months Ended ā Year Ended ā Black-Scholes Option Valuation Assumptions June 30, 2021 December 31, 2020 ā Risk-free interest rate ā 0.97% ā 1.08 % ā 0.42% - 0.50 % Dividend yield ā ā ā ā ā ā Volatility ā 37.3% - 39.8 % ā 44.2% - 46.1 % Weighted-average expected term (years) ā 6.0 ā ā 6.0 ā ā |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Leases | |
Summary of the classification of operating leases | A summary of the classification of operating leases on our Condensed Consolidated Balance Sheets as of June 30, 2021 and December 31, 2020 ( amounts in thousands ā ā ā ā ā ā ā ā ā ā ā ā ā June 30, December 31, ā ā ā 2021 ā 2020 Operating lease right-of-use assets ā ā $ 1,544 ā $ 1,820 Operating lease liability, current ā (Other accrued expenses) ā 678 ā 609 Operating lease liability, non-current ā (Other long-term liabilities) ā $ 1,079 ā $ 1,400 |
Schedule of components of lease cost | Components of lease cost reflected in our Condensed Consolidated Statement of Operations for the three and six months ended June 30, 2021 and 2020 ( amounts in thousands ā ā ā ā ā ā ā ā ā ā Three months ended June 30, ā 2021 2020 Operating lease cost ā $ 168 ā $ 152 Short-term lease cost ā 135 ā 12 Total lease cost ā $ 303 ā $ 164 ā ā ā ā ā ā ā ā ā ā Six months ended June 30, ā 2021 2020 Operating lease cost ā $ 337 ā $ 320 Short-term lease cost ā 178 ā 85 Total lease cost ā $ 515 ā $ 405 ā |
Schedule of lease term and discount rate | A summary of weighted-average remaining lease term and weighted-average discount rate as of June 30, 2021: ā ā ā ā ā Weighted-average remaining lease term 3.3 years Weighted average discount rate 6.2 % ā |
Schedule of supplemental cash flow and other non-cash information | Supplemental cash flow and other non-cash information for the six months ended June 30, 2021 and 2020 ( amounts in thousands ā ā ā ā ā ā ā ā ā ā Six months ended June 30, ā 2021 2020 Operating cash flows from operating leases ā $ 304 ā $ 288 Operating lease right-of-use assets obtained in exchange for new operating lease liabilities ā ā ā ā ā |
Schedule of Future annual minimum lease commitments | Future annual minimum lease commitments as of June 30, 2021 were as follows ( amounts in thousands ā ā ā ā ā ā June 30, 2021 Remainder of 2021 ā $ 407 2022 ā 614 2023 ā 494 2024 ā 226 2025 ā 201 Total minimum payments ā $ 1,942 Less: amount representing interest ā (185) Lease liability ā $ 1,757 |
Commitments (Tables)
Commitments (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Commitments | |
Future minimum payments for other commitments, primarily programming | Future minimum payments as of June 30, 2021, are as follows (amounts in thousands) ā ā ā ā ā ā June 30, 2021 Remainder of 2021 ā $ 16,662 2022 ā 11,752 2023 ā 2,626 2024 ā 685 2025 and thereafter ā 575 Total ā $ 32,300 |
Nature of Business (Details)
Nature of Business (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Nov. 26, 2018 | |
Numerator for (loss) income per common share calculation: | ||||||
Net (loss) income attributable to Hemisphere Media Group, Inc. | $ (6,286) | $ (6,682) | $ 27,072 | $ (16,110) | ||
Denominator for (loss) income per common share calculation: | ||||||
Weighted-average common shares, basic | 39,641 | 39,444 | 39,511 | 39,378 | ||
Effect of dilutive securities | ||||||
Stock options and restricted stock | 389 | |||||
Weighted-average common shares, diluted | 39,641 | 39,444 | 39,900 | 39,378 | ||
(Loss) income per share attributable to Hemisphere Media Group, Inc. | ||||||
Basic | $ (0.16) | $ (0.17) | $ 0.69 | $ (0.41) | ||
Diluted | $ (0.16) | $ (0.17) | $ 0.68 | $ (0.41) | ||
Shares excluded from the computation of diluted income (loss) per common share | 1,600,000 | 3,900,000 | 2,100,000 | 2,800,000 | ||
Outstanding awards excluded from computation of diluted loss per share | 400,000 | 0 | 300,000 | |||
Snap Global. LLC | ||||||
Nature of business | ||||||
Equity interest acquired (as a percent) | 75.00% | |||||
PANTAYA | ||||||
Nature of business | ||||||
Equity interest owned prior to transaction (in percent) | 25.00% | |||||
Purchase price | $ 123,605 | |||||
Equity interest acquired (as a percent) | 75.00% |
Revenue Recognition (Details)
Revenue Recognition (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Revenues | ||||
Total revenue | $ 50,460 | $ 34,735 | $ 88,037 | $ 67,144 |
Subscriber revenue | ||||
Revenues | ||||
Total revenue | $ 32,218 | 19,273 | $ 52,167 | 39,106 |
Subscriber revenue | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-06-30 | ||||
Revenues | ||||
Revenue, remaining performance obligation, expected timing of satisfaction, period | 60 days | 60 days | ||
Advertising revenue | ||||
Revenues | ||||
Total revenue | $ 17,269 | 12,378 | $ 33,175 | 24,194 |
Advertising revenue | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-06-30 | ||||
Revenues | ||||
Revenue, remaining performance obligation, expected timing of satisfaction, period | 30 days | 30 days | ||
Other revenue | ||||
Revenues | ||||
Total revenue | $ 973 | $ 3,084 | $ 2,695 | $ 3,844 |
Revenue Recognition - Compariso
Revenue Recognition - Comparison to Amounts if ASC 605 Had Been in Effect (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Revenue Recognition | ||||
Net revenues | $ 50,460 | $ 34,735 | $ 88,037 | $ 67,144 |
Operating expenses | 43,282 | 25,771 | 75,793 | 54,114 |
Operating income | $ 7,178 | $ 8,964 | $ 12,244 | $ 13,030 |
Business Combination (Details)
Business Combination (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | |
Business Combination | ||||
Recorded investment value | $ 25,290,000 | $ 25,290,000 | $ 29,782,000 | |
PANTAYA | ||||
Business Combination | ||||
Equity interest acquired (as a percent) | 75.00% | |||
Equity interest owned prior to transaction (in percent) | 25.00% | |||
Purchase price | $ 123,605,000 | |||
Costs incurred in connection with acquisition | $ 1,400,000 | 8,100,000 | ||
Recorded investment value | 0 | |||
Non-cash gain on step acquisition of unconsolidated affiliate | $ 30,100,000 | $ 30,100,000 |
Business Combination - Purchase
Business Combination - Purchase Price Consideration with the Pantaya Acquisition (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended |
Mar. 31, 2021 | Jun. 30, 2021 | |
Business Acquisition [Line Items] | ||
Class A common stock consideration | $ 2,188 | |
Effective settlement of pre-existing receivables and payables, net | $ 1,499 | |
PANTAYA | ||
Business Acquisition [Line Items] | ||
Purchase price | $ 123,605 | |
Class A common stock consideration | 2,188 | |
Effective settlement of pre-existing receivables and payables, net | 1,499 | |
Total consideration | 127,292 | |
Fair value of our 25% equity interest | 30,092 | |
Total | $ 157,384 | |
Shares issued to certain employees, who held Pantaya stock-based compensation awards | 238,436 | |
Closing price of a shares issued in business acquisition | $ 11.65 | |
Post-combination expense associated with the excess fair value over replacement awards | $ 600 | |
Effective settlement of pre-existing accounts receivable | 2,300 | |
Programming rights payable | $ 800 |
Business Combination - Prelimin
Business Combination - Preliminary fair values of the assets acquired, liabilities assumed and goodwill in the Pantaya Acquisition (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | |
Business Combination | |||
Goodwill | $ 309,774 | $ 165,597 | |
PANTAYA | |||
Business Combination | |||
Cash | $ 985 | ||
Accounts receivable | 5,203 | ||
Fixed assets | 602 | ||
Other assets | 6,731 | ||
Accounts payable | (2,807) | ||
Accrued expenses | (13,049) | ||
Film obligations | (15,225) | ||
Goodwill | 144,177 | ||
Fair value of net assets acquired | 157,384 | ||
Uncollectible accounts receivable | 0 | ||
Programming rights | |||
Business Combination | |||
Finite-lived intangible assets | $ 30,800 | ||
Amortization period (in years) | 4 years 7 months 6 days | ||
Programming rights | PANTAYA | |||
Business Combination | |||
Finite-lived intangible assets | $ 30,767 |
Business Combination - Suppleme
Business Combination - Supplemental pro forma results of operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Business Acquisition [Line Items] | ||||
Amortization of finite-lived intangible assets | $ 3,200 | $ 1,600 | $ 4,787 | $ 3,500 |
PANTAYA | ||||
Business Acquisition [Line Items] | ||||
Net revenue | 50,460 | 45,168 | 99,367 | 88,282 |
Operating income (loss) | 8,524 | (654) | 12,057 | (8,615) |
Amortization of finite-lived intangible assets | $ 1,700 | 1,700 | $ 3,400 | |
Non-recurring costs incurred | $ 1,400 | $ 8,100 |
Related Party Transactions (Det
Related Party Transactions (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($)item | Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($) | |
Related party transactions | |||||
Remaining commitment | $ 32,300 | $ 32,300 | |||
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 | 700 | $ 600 | $ 1,300 | $ 1,300 | |
Due to related parties | 400 | 400 | $ 600 | ||
MVS Multivision Digital Sde RLde CV and Affiliates | Affiliation Agreement | |||||
Related party transactions | |||||
Revenue recognized from related party | 200 | 300 | 500 | 600 | |
Due from related parties | 200 | $ 200 | 300 | ||
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 | 200 | 200 | $ 400 | 400 | |
Due from related parties | 200 | 200 | 400 | ||
Univision Communications Inc | Advertising Purchase Agreement | PANTAYA | |||||
Related party transactions | |||||
Total expense | 500 | ||||
Due to related parties | 500 | 500 | |||
Remaining commitment | 5,200 | 5,200 | |||
Director | Consulting Agreement with Director | |||||
Related party transactions | |||||
Total expense | 100 | $ 100 | 200 | $ 200 | |
Due to related parties | $ 0 | $ 0 | $ 0 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets | ||
Broadcast license | $ 41,356 | $ 41,356 |
Goodwill | 309,774 | 165,597 |
Other intangibles | 50,741 | 24,761 |
Total intangible assets | $ 401,871 | $ 231,714 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Indefinite Lived Net Balance (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Changes in the goodwill | |
Net balance at the beginning of the period | $ 165,597 |
Net balance at the end of the period | 309,774 |
Changes in the goodwill and other indefinite lived intangible assets, on a net basis | |
Net balance at the beginning of the period | 223,639 |
Additions | 144,177 |
Net balance at the end of the period | 367,816 |
Broadcast licenses | |
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 |
Goodwill | |
Changes in the goodwill | |
Net balance at the beginning of the period | 165,597 |
Additions | 144,177 |
Net balance at the end of the period | 309,774 |
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 | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Changes in other amortizable intangible assets | ||||
Net balance at the beginning of the period | $ 8,075 | |||
Additions | 30,767 | |||
Amortization | $ 3,200 | $ 1,600 | 4,787 | $ 3,500 |
Net balance at the end of the period | 34,055 | 34,055 | ||
Future estimated amortization expense | ||||
Remainder of 2021 | 6,415 | 6,415 | ||
2022 | 8,210 | 8,210 | ||
2023 | 6,772 | 6,772 | ||
2024 | 6,772 | 6,772 | ||
2025 and thereafter | 5,886 | 5,886 | ||
Total | 34,055 | $ 34,055 | ||
Weighted Average | ||||
Changes in other amortizable intangible assets | ||||
Remaining amortization period | 3 years 10 months 24 days | |||
Affiliate and customer relationships | ||||
Changes in other amortizable intangible assets | ||||
Net balance at the beginning of the period | $ 7,304 | |||
Amortization | 2,886 | |||
Net balance at the end of the period | 4,418 | 4,418 | ||
Future estimated amortization expense | ||||
Total | 4,418 | 4,418 | ||
Non-compete agreement | ||||
Changes in other amortizable intangible assets | ||||
Net balance at the beginning of the period | 329 | |||
Amortization | 180 | |||
Net balance at the end of the period | 149 | 149 | ||
Future estimated amortization expense | ||||
Total | 149 | 149 | ||
Programming contracts | ||||
Changes in other amortizable intangible assets | ||||
Net balance at the beginning of the period | 427 | |||
Additions | 30,767 | |||
Amortization | 1,710 | |||
Net balance at the end of the period | 29,484 | 29,484 | ||
Future estimated amortization expense | ||||
Total | 29,484 | 29,484 | ||
Other intangibles | ||||
Changes in other amortizable intangible assets | ||||
Net balance at the beginning of the period | 15 | |||
Amortization | 11 | |||
Net balance at the end of the period | 4 | 4 | ||
Future estimated amortization expense | ||||
Total | $ 4 | $ 4 |
Equity Method Investments (Deta
Equity Method Investments (Details) - USD ($) | Apr. 28, 2017 | Nov. 30, 2016 | Mar. 31, 2020 | Jul. 31, 2019 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Nov. 26, 2018 | Feb. 07, 2018 |
Equity method investments | ||||||||||||
Amount funded during the period | $ 1,561,000 | $ 6,449,000 | ||||||||||
Equity method investments | $ 25,290,000 | 25,290,000 | $ 29,782,000 | |||||||||
Income (loss) on equity method investments | 8,569,000 | $ 10,189,000 | (24,040,000) | 17,208,000 | ||||||||
Non-cash impairment charge | 5,479,000 | |||||||||||
Other assets | 11,482,000 | 11,482,000 | 4,333,000 | |||||||||
Canal 1 | ||||||||||||
Equity method investments | ||||||||||||
Equity method investments | 121,100,000 | 121,100,000 | ||||||||||
Income (loss) on equity method investments | 8,600,000 | 10,200,000 | $ 6,000,000 | 17,000,000 | ||||||||
Percentage of losses recorded | 100.00% | |||||||||||
Net equity method investments | 25,400,000 | $ 25,400,000 | 29,900,000 | |||||||||
Other assets | 2,600,000 | $ 2,600,000 | 2,600,000 | |||||||||
Colombian content producers, Radio television and NTC Nacional | Television broadcast license | ||||||||||||
Equity method investments | ||||||||||||
License life (in years) | 10 years | 20 years | ||||||||||
Additional consideration for the extended license period | $ 0 | |||||||||||
Additional renewable period for license (in years) | 10 years | |||||||||||
Colombian content producers, Radio television and NTC Nacional | Television broadcast license | Minimum | ||||||||||||
Equity method investments | ||||||||||||
Ownership Percentage | 20.00% | |||||||||||
Colombian content producers, Radio television and NTC Nacional | Television broadcast license | Maximum | ||||||||||||
Equity method investments | ||||||||||||
Ownership Percentage | 40.00% | |||||||||||
REMEZCLA | ||||||||||||
Equity method investments | ||||||||||||
Net equity method investments | 0 | $ 0 | 0 | |||||||||
Non-cash impairment charge | $ 5,500,000 | |||||||||||
Total consideration | $ 5,000,000 | |||||||||||
Snap Global. LLC | ||||||||||||
Equity method investments | ||||||||||||
Ownership Percentage | 75.00% | |||||||||||
Snap JV | ||||||||||||
Equity method investments | ||||||||||||
Equity method investments | 400,000 | 400,000 | ||||||||||
Income (loss) on equity method investments | $ 0 | $ 0 | 100,000 | $ (200,000) | $ 100,000 | |||||||
PANTAYA | ||||||||||||
Equity method investments | ||||||||||||
Equity method investments | $ 0 | |||||||||||
Equity interest owned prior to transaction (in percent) | 25.00% | |||||||||||
Non-cash gain on step acquisition of unconsolidated affiliate | $ 30,100,000 | $ 30,100,000 | ||||||||||
Equity interest acquired (as a percent) | 75.00% | |||||||||||
Total consideration | $ 127,292,000 | |||||||||||
REMEZCLA | ||||||||||||
Equity method investments | ||||||||||||
Equity interest acquired (as a percent) | 25.50% | |||||||||||
Snap JV | Snap Global. LLC | ||||||||||||
Equity method investments | ||||||||||||
Equity interest acquired (as a percent) | 50.00% |
Equity Method Investments - Sum
Equity Method Investments - Summarized unaudited financial data (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Summary financial information of equity method investments | ||||||
Current assets | $ 132,914 | $ 132,914 | $ 188,968 | |||
Current liabilities | 85,057 | 85,057 | $ 42,657 | |||
Net revenues | 50,460 | $ 34,735 | 88,037 | $ 67,144 | ||
Operating loss | 7,178 | 8,964 | 12,244 | 13,030 | ||
Net loss | $ (6,341) | $ (6,605) | $ 27,040 | $ (16,148) | ||
Equity Method Investment, Nonconsolidated Investee or Group of Investees | ||||||
Summary financial information of equity method investments | ||||||
Current assets | $ 14,021 | |||||
Non-current assets | 26,216 | |||||
Current liabilities | 64,151 | |||||
Non-current liabilities | 4,254 | |||||
Net revenues | 5,409 | |||||
Operating loss | (6,638) | |||||
Net loss | $ (16,238) |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2018 | Dec. 31, 2017 | |
Effective tax rates reconciliation | |||||||
Statutory federal income tax rate (as a percent) | 21.00% | 21.00% | 21.00% | 35.00% | |||
Annual income tax rate (as a percent) | 46.70% | 35.70% | |||||
Effective tax rate relates to excess foreign tax credits | 14.90% | 9.40% | |||||
Annual effective rate relates to the required valuation allowance (as a percent) | 14.90% | 9.40% | |||||
Income tax expense (benefit) | $ 1,785 | $ 2,884 | $ 3,053 | $ 1,209 | |||
U.S. | |||||||
Effective tax rates reconciliation | |||||||
Annual income tax rate (as a percent) | 31.80% | 26.30% | |||||
PANTAYA | |||||||
Effective tax rates reconciliation | |||||||
Gain related to the step acquisition | $ 30,100 | $ 30,100 |
Long-Term Debt (Details)
Long-Term Debt (Details) $ in Millions | Feb. 14, 2017USD ($) | Mar. 31, 2021USD ($) | Mar. 31, 2021USD ($) | Jun. 30, 2021USD ($) | Jun. 30, 2021COP ($) | Dec. 31, 2020USD ($)item |
Long-term debt | ||||||
Less: Current portion | $ 2,686,000 | $ 2,134,000 | ||||
Long-term debt less current portion | 247,603,000 | 200,856,000 | ||||
Maturities of long-term debt | ||||||
Remainder of 2021 | 1,358,000 | |||||
2022 | 2,656,000 | |||||
2023 | 2,656,000 | |||||
2024 | 246,976,000 | |||||
Total | 253,646,000 | |||||
Senior Notes due February 2024 | ||||||
Long-term debt | ||||||
Long-term Debt | 250,289,000 | $ 202,990,000 | ||||
Second Amended Term Loan Facility | ||||||
Long-term debt | ||||||
Face amount of debt | $ 213,300,000 | |||||
Amount of term loan | $ 213,300,000 | |||||
Uncommitted accordion option multiplier of net leverage ratio | item | 2.3 | |||||
Prepayment of debt as a percentage of excess cash flow if lower leverage ratio is maintained | 0.00% | |||||
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% | |||||
Third Amended Term Loan Facility | ||||||
Long-term debt | ||||||
Financing costs | $ 600,000 | |||||
Aggregate principal amount | $ 50,000,000 | $ 50,000,000 | ||||
Amortization payments (in percentage) | 1.00% | |||||
Maximum period after each fiscal year for prepayment of debt | 90 days | |||||
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% | |||||
Original issue discount | $ 2,700,000 | |||||
Additional OID incurred | 2,000,000 | |||||
Accumulated amortization of original issue discount | 2,800,000 | |||||
Deferred financing costs | 700,000 | |||||
Accumulated amortization | $ 2,600,000 | |||||
Third Amended Term Loan Facility | Maximum | ||||||
Long-term debt | ||||||
Net leverage ratio | 5 | 5 | ||||
Third Amended Term Loan Facility | LIBOR | ||||||
Long-term debt | ||||||
Interest rate margin (as a percent) | 3.50% | |||||
Third Amended Term Loan Facility | Alternate Base Rate (ABR) | ||||||
Long-term debt | ||||||
Interest rate margin (as a percent) | 2.50% | |||||
Third Amended Term Loan facility, Revolving Facility | ||||||
Long-term debt | ||||||
Face amount of debt | $ 30,000,000 | |||||
Amount of term loan | $ 30,000,000 | |||||
Undrawn letters of credit | $ 5 | |||||
Maximum percentage of aggregate amount of revolving loans and letter of credit exposure | 35.00% | |||||
Deferred financing costs | $ 600,000 | |||||
Accumulated amortization | 100,000 | |||||
Third Amended Term Loan facility, Revolving Facility | First Lien Net Leverage Ratio | ||||||
Long-term debt | ||||||
Debt caps amount | $ 60,000,000 | |||||
Third Amended Term Loan facility, Revolving Facility | 25 bps step-up at a First Lien Net Leverage Ratio | ||||||
Long-term debt | ||||||
Interest rate margin (as a percent) | 0.25% | |||||
Net leverage ratio | 3.50 | 3.50 | ||||
Third Amended Term Loan facility, Revolving Facility | First 25 bps step-down on First Lien Net Leverage Ratio | ||||||
Long-term debt | ||||||
Interest rate margin (as a percent) | (0.25%) | |||||
Net leverage ratio | 2.50 | 2.50 | ||||
Third Amended Term Loan facility, Revolving Facility | Second 25 bps step-down on First Lien Net Leverage Ratio | ||||||
Long-term debt | ||||||
Interest rate margin (as a percent) | (0.25%) | |||||
Net leverage ratio | 1.50 | 1.50 | ||||
Third Amended Term Loan facility, Revolving Facility | LIBOR | ||||||
Long-term debt | ||||||
Interest rate margin (as a percent) | 2.75% | |||||
Third Amended Term Loan facility, Revolving Facility | LIBOR | Minimum | ||||||
Long-term debt | ||||||
Interest rate floor (as a percent) | 0.00% | 0.00% | ||||
Third Amended Term Loan facility, Revolving Facility | Alternate Base Rate (ABR) | ||||||
Long-term debt | ||||||
Interest rate margin (as a percent) | 1.75% | |||||
Annual commitment fee (as a percent) | 0.375% | |||||
Existing Senior Secured Term Loan B Facility | ||||||
Long-term debt | ||||||
Original issue discount | $ 4 | $ 4 |
Derivative Instruments (Details
Derivative Instruments (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | May 04, 2017 | |
Derivative | ||||||
Unrealized gain (loss) due to change in fair value | $ 0.4 | $ 0.1 | $ 0.9 | $ (2.3) | ||
Loss or gain in fair value | 0 | 0 | 0 | 0 | ||
Interest Rate Swap | ||||||
Derivative | ||||||
Net interest income (expense) | 0.5 | $ (0.4) | 0.9 | $ (0.4) | ||
Derivative liability - Interest rate swap | $ 1.4 | $ 1.4 | $ 2.2 | |||
LIBOR | Non designated | Interest Rate Swap | ||||||
Derivative | ||||||
Notional amount | $ 100 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Mar. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | |
PANTAYA | |||
Fair Value Measurements | |||
Equity interest owned prior to transaction (in percent) | 25.00% | ||
Non-cash gain on step acquisition of unconsolidated affiliate | $ 30,100 | $ 30,100 | |
Business Acquisition, Percentage of Voting Interests Acquired | 75.00% | ||
Cash flow hedges | Other long-term liabilities | Fair value, Recurring | |||
Fair Value Measurements | |||
Derivative liability - Interest rate swap | 1,355 | $ 2,231 | |
Cash flow hedges | Other long-term liabilities | Level 2 | Fair value, Recurring | |||
Fair Value Measurements | |||
Derivative liability - Interest rate swap | $ 1,355 | $ 2,231 |
Stockholders' Equity - Capital
Stockholders' Equity - Capital Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | ||
Jun. 30, 2021 | Dec. 31, 2020 | Nov. 18, 2020 | |
Capital Stock | |||
Stock Repurchased During Period, Value | $ 1,321 | ||
Common Class B | |||
Capital Stock | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Common stock, shares issued | 19,720,381 | 19,720,381 | |
Common stock, shares outstanding | 19,720,381 | ||
Common Class A | |||
Capital Stock | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares issued excluding treasury shares | 20,484,602 | ||
Common stock, shares issued | 25,988,325 | 25,457,709 | |
Number of shares repurchased | 127,458 | ||
Aggregate purchase price | $ 1,300 | ||
Share repurchased | 200,000 | ||
Total aggregate purchase price | $ 1,700 | ||
Remaining authorization for future repurchases | $ 18,300 | ||
Common Class A | Maximum | |||
Capital Stock | |||
Authorized repurchase amount | $ 20,000 |
Stockholders' Equity - Other (D
Stockholders' Equity - Other (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2021USD ($)item$ / sharesshares | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($)item$ / sharesshares | Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($)$ / sharesshares | May 25, 2021shares | |
Stockholders' Equity | ||||||
Shares available for issuance | 3,200 | 3,200 | ||||
Stock option and restricted stock | ||||||
Stock-based compensation | ||||||
Stock-based compensation expense (in dollars) | $ | $ 1,500 | $ 1,400 | $ 2,800 | $ 2,600 | ||
Restricted Stock | ||||||
Stock-based compensation | ||||||
Unrecognized compensation cost related to unvested restricted stock (in dollars) | $ | $ 5,000 | $ 5,000 | ||||
Weighted-average periods over which unrecognized compensation cost recognized | 1 year 9 months 18 days | |||||
Number of shares | ||||||
Outstanding at the beginning of the period (in shares) | 499 | |||||
Granted (in shares) | 512 | |||||
Vested (in shares) | (518) | |||||
Outstanding at the end of the period (in shares) | 493 | 493 | 499 | |||
Weighted-average grant date fair value | ||||||
Outstanding at the beginning of the period (in dollars per share) | $ / shares | $ 11.26 | |||||
Granted (in dollars per share) | $ / shares | 11.87 | |||||
Vested (in dollars per share) | $ / shares | 11.29 | |||||
Outstanding at the end of the period (in dollars per share) | $ / shares | $ 11.87 | $ 11.87 | $ 11.26 | |||
Stock options | ||||||
Stock-based compensation | ||||||
Unrecognized compensation cost related to unvested stock options (in dollars) | $ | $ 3,900 | $ 3,900 | ||||
Weighted-average periods over which unrecognized compensation cost recognized | 2 years | |||||
Estimated forfeitures (as a percent) | 1.50% | 1.50% | ||||
Valuation assumptions | ||||||
Dividend yield (as a percent) | 0.00% | |||||
Number of shares | ||||||
Outstanding at the beginning of the period (in shares) | 3,935 | |||||
Granted (in shares) | 495 | |||||
Exercised (in shares) | (50) | |||||
Outstanding at the end of the period (in shares) | 4,380 | 4,380 | 3,935 | |||
Vested at the end of the period (in shares) | 3,452 | 3,452 | ||||
Exercisable at the end of the period (in shares) | 3,452 | 3,452 | ||||
Weighted-average exercise price | ||||||
Outstanding at the beginning of the period (in dollars per share) | $ / shares | $ 11.69 | |||||
Granted (in dollars per share) | $ / shares | 11.87 | |||||
Exercised (in dollars per share) | $ / shares | 10.20 | |||||
Outstanding at the end of the period (in dollars per share) | $ / shares | $ 11.68 | 11.68 | $ 11.69 | |||
Vested at the end of the period (in dollars per share) | $ / shares | 11.64 | 11.64 | ||||
Exercisable at the end of the period (in dollars per share) | $ / shares | $ 11.64 | $ 11.64 | ||||
Weighted-average remaining contractual term | ||||||
Outstanding | 5 years 1 month 6 days | 5 years 1 month 6 days | ||||
Granted | 6 years | |||||
Vested at the end of the period | 4 years 2 months 12 days | |||||
Exercisable at the end of the period | 4 years 2 months 12 days | |||||
Aggregate intrinsic value | ||||||
Outstanding at the beginning of the period (in dollars) | $ | $ 291 | |||||
Outstanding at the end of the period (in dollars) | $ | $ 2,356 | 2,356 | $ 291 | |||
Vested at the end of the period (in dollars) | $ | 2,188 | 2,188 | ||||
Exercisable at the end of the period (in dollars) | $ | $ 2,188 | $ 2,188 | ||||
Weighted-average grant date fair value of options granted (in dollars per share) | $ / shares | $ 4.64 | |||||
Weighted average grant date fair value of options granted | $ / shares | $ 4.64 | |||||
Number of options granted | 495 | |||||
Performance-based Stock Option | ||||||
Number of shares | ||||||
Unvested options | 500 | 500 | ||||
Time Based Restricted Stock Awards and Stock Option | ||||||
Stockholders' Equity | ||||||
Number of equal annual installments for vesting of awards | item | 3 | 3 | ||||
Time Based Restricted Stock Awards and Stock Option | Black Scholes Pricing Model | ||||||
Valuation assumptions | ||||||
Weighted-average expected term (years) | 6 years | 6 years | ||||
Time Based Restricted Stock Awards and Stock Option | Minimum | Black Scholes Pricing Model | ||||||
Valuation assumptions | ||||||
Risk-free interest rate (as a percent) | 0.97% | 0.42% | ||||
Volatility (as a percent) | 37.30% | 44.20% | ||||
Time Based Restricted Stock Awards and Stock Option | Maximum | Black Scholes Pricing Model | ||||||
Valuation assumptions | ||||||
Risk-free interest rate (as a percent) | 1.08% | 0.50% | ||||
Volatility (as a percent) | 39.80% | 46.10% | ||||
Time Based Restricted Stock | ||||||
Aggregate intrinsic value | ||||||
Vesting period | 3 years | |||||
Common Class A | ||||||
Stockholders' Equity | ||||||
Shares authorized for issuance | 10,200 |
Leases (Details)
Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Leases | |||||
Total lease cost | $ 303 | $ 164 | $ 515 | $ 405 | |
Classification of operating leases | |||||
Operating lease right-of-use assets | 1,544 | 1,544 | $ 1,820 | ||
Operating lease liability, current | 678 | 678 | 609 | ||
Operating lease liability, non-current | $ 1,079 | $ 1,079 | $ 1,400 | ||
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Other Accrued Liabilities, Current | Other Accrued Liabilities, Current | |||
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Other Liabilities, Noncurrent | Other Liabilities, Noncurrent | |||
Lease cost | |||||
Operating lease cost | $ 168 | 152 | $ 337 | 320 | |
Short-term lease cost | 135 | 12 | 178 | 85 | |
Total lease cost | $ 303 | $ 164 | $ 515 | 405 | |
Lease Term and Discount Rate | |||||
Weighted-average remaining lease term | 3 years 3 months 18 days | 3 years 3 months 18 days | |||
Weighted average discount rate | 6.20% | 6.20% | |||
Cash paid for amounts included in the measurement of lease liabilities | |||||
Operating cash flows from operating leases | $ 304 | $ 288 | |||
Minimum | |||||
Leases | |||||
Initial lease term | 1 year | 1 year | |||
Maximum | |||||
Leases | |||||
Initial lease term | 7 years | 7 years |
Leases - Maturity Analysis (Det
Leases - Maturity Analysis (Details) $ in Thousands | Jun. 30, 2021USD ($) |
Future minimum lease commitments | |
Remainder of 2021 | $ 407 |
2022 | 614 |
2023 | 494 |
2024 | 226 |
2025 | 201 |
Total minimum payments | 1,942 |
Less: amount representing interest | (185) |
Lease liability | $ 1,757 |
Commitments (Details)
Commitments (Details) $ in Thousands | Jun. 30, 2021USD ($) |
Future minimum payments for other commitments | |
Remainder of 2021 | $ 16,662 |
2022 | 11,752 |
2023 | 2,626 |
2024 | 685 |
2025 and thereafter | 575 |
Total | $ 32,300 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent events. - Snap Global. LLC $ in Millions | Jul. 15, 2021USD ($) |
Subsequent events | |
Consideration Waived | $ 0.5 |
Percentage of minority interest relinquished | 25.00% |