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. As a result of the Pantaya 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 $8.1 million for the nine months ended September 30, 2021, consisting primarily of professional fees, financing costs, 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 nine months ended September 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 , ā Business Combinations ā. 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 Class A 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 5,357 Finite-lived intangible assets ā 110,671 Other assets ā 7,243 Accounts payable ā (2,807) Accrued expenses ā (12,934) Programming rights payable ā ā (15,224) Deferred income tax ā ā (7,074) Goodwill ā ā 71,167 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. During the three months ended September 30, 2021, the Company identified finite-lived intangible assets and recorded measurement period adjustments of $79.9 million. As a result, the total preliminary fair value of the finite-lived intangible assets is $110.7 million, which is comprised of customer relationships of $34.2 million with a useful life of 4 years , programming rights of $ 29.4 million with a useful life of 4.6 years, brand of $24.6 million with a useful life of 10 years , and distribution agreements of $22.5 million with a useful life of 10 years . These finite-lived intangible assets will be amortized on a straight-line basis over their respective useful lives. For the three months ended September 30, 2021, the Company recorded an additional $3.2 million of amortization for the finite-lived intangible assets identified during the period, which were retroactively amortized as of the Acquisition Date. The Company has not yet finalized the estimated fair values of the net assets acquired. During the three months ended September 30, 2021, the Company recorded a measurement period adjustment of $7.1 million for the preliminary fair value of a net deferred income tax liability primarily related to the finite-lived intangible assets and the impact of the Companyās previous 25% equity interest in Pantaya. Goodwill of $ 71.2 million, as reduced for the measurement period adjustments, 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 September 30, ā 2021 2020 Net revenue ā $ 50,791 ā $ 48,781 Operating (loss) income ā (7,362) ā 6,272 ā ā ā ā ā ā ā ā ā ā Nine months ended September 30, ā 2021 2020 Net revenue ā $ 150,158 ā $ 137,063 Operating income (loss) ā 1,455 ā (8,823) 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 for the inclusion of the amortization of finite-lived intangible assets identified as a result of the Pantaya Acquisition of $4.9 million for the nine months ended September 30, 2021, and $4.9 million and $14.7 million for the three and nine months ended September 30, 2020, respectively, and excluding all revenues and expenses from the business conducted between the Company and Pantaya. The results for the nine months ended September 30, 2020, are presented as adjusted for the inclusion of non-recurring costs incurred in connection with the Pantaya Acquisition of $8.1 million, which has been excluded from the nine months ended September 30, 2021. ā The Pantaya Acquisition closed at the end of the day on March 31, 2021, and the operating results of Pantaya from the date of acquisition are included in our Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2021. |