Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 04, 2022 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2022 | |
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 | Suite 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 | 2022 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Trading Symbol | HMTV | |
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | |
Common Class A | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 20,827,861 | |
Common Class B | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 19,720,381 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash | $ 28,894 | $ 49,477 |
Accounts receivable, net of allowance for doubtful accounts of $776 and $771, respectively | 27,078 | 33,738 |
Due from related parties | 701 | 925 |
Programming rights | 8,620 | 10,938 |
Prepaid expenses | 6,537 | 7,767 |
Other current assets | 2,270 | 23,519 |
Current assets held for sale | 41,512 | |
Total current assets | 115,612 | 126,364 |
Programming rights, net of current portion | 13,528 | 20,955 |
Property and equipment, net | 30,286 | 31,554 |
Operating lease right-of-use assets | 1,027 | 1,281 |
Broadcast license | 41,356 | 41,356 |
Goodwill | 165,597 | 231,710 |
Other intangibles, net | 17,319 | 115,110 |
Deferred income taxes | 3,928 | |
Equity method investments | 21,938 | 24,171 |
Other assets | 4,677 | 7,410 |
Noncurrent assets held for sale | 175,255 | |
Total Assets | 590,523 | 599,911 |
Current Liabilities | ||
Accounts payable | 2,557 | 11,533 |
Due to related parties | 998 | 1,383 |
Accrued agency commissions | 6,901 | 7,729 |
Accrued compensation and benefits | 5,120 | 7,031 |
Accrued marketing | 9,105 | 10,526 |
Other accrued expenses | 16,216 | 10,418 |
Deferred revenue | 655 | 7,400 |
Programming rights payable | 5,486 | 13,242 |
Income taxes payable | 424 | 1,353 |
Current portion of long-term debt | 2,656 | 2,656 |
Current liabilities held for sale | 28,930 | |
Total current liabilities | 79,048 | 73,271 |
Programming rights payable, net of current portion | 97 | 2,820 |
Long-term debt, net of current portion | 246,231 | 246,919 |
Deferred income taxes | 20,682 | 22,427 |
Defined benefit pension obligation | 2,985 | 2,895 |
Other long-term liabilities | 587 | 2,031 |
Noncurrent liabilities held for sale | 6,017 | |
Total Liabilities | 355,647 | 350,363 |
Stockholders' Equity | ||
Preferred stock, $0.0001 par value; 50,000,000 shares authorized; 0 shares issued at June 30, 2022 and December 31, 2021 | ||
Additional paid-in capital | 290,900 | 288,703 |
Retained earnings | 9,213 | 26,352 |
Accumulated other comprehensive loss | (395) | (732) |
Total Stockholders' Equity | 234,876 | 249,548 |
Total Liabilities and Stockholders' Equity | 590,523 | 599,911 |
Common Class A | ||
Stockholders' Equity | ||
Common stock | 3 | 3 |
Class A treasury stock, at cost; 6,012,599 shares and 6,003,139 shares at June 30, 2022 and December 31, 2021, respectively | (64,847) | (64,780) |
Common Class B | ||
Stockholders' Equity | ||
Common stock | $ 2 | $ 2 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Accounts receivable, allowance for doubtful accounts | $ 776 | $ 771 |
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 | 26,328,741 | 25,999,998 |
Treasury stock, shares | 6,012,599 | 6,003,139 |
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, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Condensed Consolidated Statements of Operations | ||||
Net revenues | $ 54,174 | $ 50,460 | $ 102,973 | $ 88,037 |
Operating expenses: | ||||
Cost of revenues | 18,348 | 14,798 | 33,473 | 26,577 |
Selling, general and administrative | 25,911 | 24,908 | 56,569 | 36,299 |
Depreciation and amortization | 3,335 | 4,337 | 10,964 | 7,002 |
Other expenses | 8,939 | 1,363 | 10,057 | 8,091 |
Gain from FCC spectrum repack and other | (95) | (2,124) | (141) | (2,176) |
Total operating expenses | 56,438 | 43,282 | 110,922 | 75,793 |
Operating (loss) income | (2,264) | 7,178 | (7,949) | 12,244 |
Other (expense) income: | ||||
Interest expense and other, net | (3,111) | (3,165) | (6,275) | (5,523) |
Gain (loss) on equity method investment activity | 2,283 | (8,569) | (2,489) | 24,040 |
Other expense, net | (668) | |||
Total other (expense) income | (828) | (11,734) | (8,764) | 17,849 |
(Loss) income before income taxes | (3,092) | (4,556) | (16,713) | 30,093 |
Income tax expense | (819) | (1,785) | (426) | (3,053) |
Net (loss) income | (3,911) | (6,341) | (17,139) | 27,040 |
Net loss attributable to non-controlling interest | 55 | 32 | ||
Net (loss) income attributable to Hemisphere Media Group, Inc. | $ (3,911) | $ (6,286) | $ (17,139) | $ 27,072 |
(Loss) income per share attributable to Hemisphere Media Group, Inc.: | ||||
Basic | $ (0.10) | $ (0.16) | $ (0.43) | $ 0.69 |
Diluted | $ (0.10) | $ (0.16) | $ (0.43) | $ 0.68 |
Weighted average shares outstanding: | ||||
Basic | 39,991 | 39,641 | 39,861 | 39,511 |
Diluted | 39,991 | 39,641 | 39,861 | 39,900 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Comprehensive (Loss) Income - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Condensed Consolidated Statement of Comprehensive (Loss) Income | ||||
Net (loss) income | $ (3,911) | $ (6,341) | $ (17,139) | $ 27,040 |
Other comprehensive income: | ||||
Change in fair value of interest rate swap, net of income taxes | 330 | 337 | 674 | |
Comprehensive (loss) income | (3,911) | (6,011) | (16,802) | 27,714 |
Comprehensive loss attributable to non-controlling interest | 55 | 32 | ||
Comprehensive (loss) income attributable to Hemisphere Media Group, Inc. | $ (3,911) | $ (5,956) | $ (16,802) | $ 27,746 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Stockholders' Equity - USD ($) $ in Thousands | Common Stock Common Class A | Common Stock Common Class B | Additional Paid In Capital | Class A Treasury Stock Common Class A | Retained Earnings | Accumulated Comprehensive Loss | Non-controlling Interest | Total |
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 (loss) income | 27,072 | (32) | 27,040 | |||||
Vesting of restricted stock | (825) | (825) | ||||||
Vesting of restricted stock (in shares) | 279 | |||||||
Issuance of Class A Common Stock | 2,778 | (1,077) | 1,701 | |||||
Issuance of Class A Common Stock (in shares) | 238 | |||||||
Repurchases of Class A Common Stock | (1,321) | (1,321) | ||||||
Stock-based compensation | 2,795 | 2,795 | ||||||
Exercise of stock options | 0 | (43) | (43) | |||||
Exercise of stock options (in shares) | 13 | |||||||
Other comprehensive income, net of tax | 674 | 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 (loss) income | (6,286) | (55) | (6,341) | |||||
Vesting of restricted stock | (815) | (815) | ||||||
Vesting of restricted stock (in shares) | 276 | |||||||
Stock-based compensation | 1,490 | 1,490 | ||||||
Other comprehensive income, 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 | ||||||
Balance at the beginning of the period at Dec. 31, 2021 | $ 3 | $ 2 | 288,703 | (64,780) | 26,352 | (732) | 249,548 | |
Balance at the beginning of the period (in shares) at Dec. 31, 2021 | 26,000 | 19,720 | ||||||
Balance at the end of the period at Mar. 31, 2022 | $ 3 | $ 2 | 290,077 | (64,831) | 13,124 | (395) | 237,980 | |
Balance at the end of the period (in shares) at Mar. 31, 2022 | 26,080 | 19,720 | ||||||
Balance at the beginning of the period at Dec. 31, 2021 | $ 3 | $ 2 | 288,703 | (64,780) | 26,352 | (732) | 249,548 | |
Balance at the beginning of the period (in shares) at Dec. 31, 2021 | 26,000 | 19,720 | ||||||
Condensed Consolidated Statements of Changes in Stockholders' Equity | ||||||||
Net (loss) income | (17,139) | (17,139) | ||||||
Vesting of restricted stock | $ 0 | (67) | (67) | |||||
Vesting of restricted stock (in shares) | 329 | |||||||
Stock-based compensation | 2,197 | 2,197 | ||||||
Other comprehensive income, net of tax | 337 | 337 | ||||||
Balance at the end of the period at Jun. 30, 2022 | $ 3 | $ 2 | 290,900 | (64,847) | 9,213 | (395) | 234,876 | |
Balance at the end of the period (in shares) at Jun. 30, 2022 | 26,329 | 19,720 | ||||||
Balance at the beginning of the period at Mar. 31, 2022 | $ 3 | $ 2 | 290,077 | (64,831) | 13,124 | (395) | 237,980 | |
Balance at the beginning of the period (in shares) at Mar. 31, 2022 | 26,080 | 19,720 | ||||||
Condensed Consolidated Statements of Changes in Stockholders' Equity | ||||||||
Net (loss) income | (3,911) | (3,911) | ||||||
Vesting of restricted stock | $ 0 | (16) | (16) | |||||
Vesting of restricted stock (in shares) | 249 | |||||||
Stock-based compensation | 823 | 823 | ||||||
Balance at the end of the period at Jun. 30, 2022 | $ 3 | $ 2 | $ 290,900 | $ (64,847) | $ 9,213 | $ (395) | $ 234,876 | |
Balance at the end of the period (in shares) at Jun. 30, 2022 | 26,329 | 19,720 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Reconciliation of Net (loss) income to Net Cash Provided by Operating Activities: | ||
Net (loss) income | $ (17,139) | $ 27,040 |
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: | ||
Depreciation and amortization | 10,964 | 7,002 |
Programming amortization | 10,783 | 7,353 |
Amortization of deferred financing costs and original issue discount | 762 | 530 |
Stock-based compensation | 2,197 | 2,795 |
Provision for bad debts | 30 | 49 |
Gain from FCC spectrum repack and other | (141) | (2,176) |
Deferred tax expense | (3,106) | |
Loss (gain) on equity method investment activity | 2,489 | (24,040) |
Amortization of operating lease right-of-use assets | 344 | 276 |
Other non-cash acquisition charges | 1,258 | |
Decrease (increase) in: | ||
Accounts receivable | 385 | 836 |
Due from related parties, net | (776) | 538 |
Programming rights | (22,010) | (12,102) |
Prepaids and other assets | (6,401) | (2,923) |
(Decrease) increase in: | ||
Accounts payable | (198) | 9,104 |
Other accrued expenses | 6,589 | 5,335 |
Programming rights payable | (1,111) | (3,884) |
Income taxes payable | (931) | 2,588 |
Other liabilities | 223 | 320 |
Net cash (used in) provided by operating activities | (17,047) | 19,899 |
Cash Flows From Investing Activities: | ||
Funding of equity method investments | (256) | (1,561) |
Capital expenditures | (1,911) | (2,853) |
FCC repack proceeds | 26 | 2,176 |
Cash paid for acquisition of Pantaya | (122,621) | |
Net cash used in investing activities | (2,141) | (124,859) |
Cash Flows From Financing Activities: | ||
Purchases of common stock | (67) | (3,266) |
Repayments of long-term debt | (1,328) | (1,168) |
Proceeds from incremental term loan | 48,000 | |
Payment of financing fees | (638) | |
Net cash (used in) provided by financing activities | (1,395) | 42,928 |
Net decrease in cash | (20,583) | (62,032) |
Cash: | ||
Beginning | 49,477 | 134,471 |
Ending | 28,894 | 72,439 |
Cash payments for: | ||
Interest | 5,449 | 5,073 |
Income taxes | $ 4,077 | 1,520 |
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, 2022 | |
Nature of Business | |
Nature of Business | Note 1. Nature of Business Nature of business: Prior to March 31, 2021, the Company owned a 25% equity interest in Pantaya, the Spanish language streaming platform, which was accounted for as an equity method investment. On March 31, 2021 (“Acquisition Date”), the Company acquired the remaining 75% equity interest in Pantaya, for a cash purchase price of $123.6 million. As a result of the acquisition, Pantaya is now a wholly owned consolidated subsidiary. The Company accounted for the acquisition of the 75% equity interest of Pantaya as a step acquisition, which required remeasurement of the Company’s existing 25% ownership 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 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 three months ended March 31, 2021. On May 9, 2022, the Company entered into a definitive agreement to be acquired for $7.00 per share in cash by a subsidiary of Gato Investments LP (“Gato”), a portfolio investment of Searchlight Capital Partners, L.P. Upon completion of the transaction, Hemisphere will become a private company wholly owned by Gato. Concurrently, on May 9, 2022, the Company entered into an agreement to sell Pantaya to TelevisaUnivision, Inc. (“TelevisaUnivision”) in exchange for $115 million in cash plus TelevisaUnivision’s Puerto Rican radio business, subject to certain adjustments. Each transaction is subject to customary closing conditions, including the Gato transaction being subject the completion of the Pantaya transaction. The prior description is subject to, and is qualified in its entirety by reference to, that certain Agreement and Plan of Merger, dated as of May 9, 2022, by and among the Company, Hemisphere Media Holdings, LLC (“Hemisphere Holdings”), HWK Parent, LLC, HWK Merger Sub 1, Inc., and HWK Merger Sub 2, LLC, that certain Voting and Support Agreement, dated as of May 9, 2022, by and among the Company and certain stockholders of the Companies that are signatories thereto, that certain Membership Interest Purchase Agreement, dated as of May 9, 2022, by and among Univision Puerto Rico Station Operating Company (“Univision”), HMTV DTC, Pantaya and Hemisphere Holdings, and that certain Share Purchase Agreement, dated as of May 9, 2022, by and among HMTV DTC, Univision of Puerto Rico, Inc., Univision and TelevisaUnivision (collectively, the “Transaction Agreements”). Reclassification: Basis of presentation: Net (loss) income per common 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 Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Numerator for (loss) income per common share calculation: Net (loss) income attributable to Hemisphere Media Group, Inc. $ (3,911) $ (6,286) $ (17,139) $ 27,072 Denominator for (loss) income per common share calculation: Weighted-average common shares, basic 39,991 39,641 39,861 39,511 Effect of dilutive securities Stock options and restricted stock — — — 389 Weighted-average common shares, diluted 39,991 39,641 39,861 39,900 (Loss) income per share attributable to Hemisphere Media Group, Inc. Basic $ (0.10) $ (0.16) $ (0.43) $ 0.69 Diluted $ (0.10) $ (0.16) $ (0.43) $ 0.68 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 per common share calculation. Per the Accounting Standards Codification (“ASC”) 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 income per share computation (ASC 260-10-45-23). The assumed exercise only occurs when the options are “In the Money” (exercise price is lower than the average market price for the period). If the options are “Out of the Money” (exercise price is higher than the average market price for the period), the exercise is not assumed since the result would be anti-dilutive. Potentially dilutive securities representing 4.1 and 1.6 million shares of common stock for the three months ended June 30, 2022 and 2021, respectively, were excluded from the computation of diluted (loss) income per common share for this period because their effect would have been anti-dilutive. Potentially dilutive securities representing 4.1 million and 2.1 million shares of common stock for the six months ended June 30, 2022 and 2021, 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. As a result of the net loss for the three months ended June 30, 2022 and 2021, outstanding awards totaling 0.1 million and 0.4 million, respectively, were not included in the computation of diluted loss per share because their effect was anti-dilutive. As a result of the net loss for the six months ended June 30, 2022, 0.1 million outstanding awards were not included in the computation of diluted loss per share because their effect was anti-dilutive. Held for sale: Use of estimates: historical experience and other assumptions that are considered appropriate in the circumstances. However, actual results could differ from those estimates. 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, 2022 | |
Revenue Recognition | |
Revenue Recognition | Note 2. Revenue Recognition The following is a description of principal activities from which we generate our revenue: Subscriber revenue: Advertising revenue: Other revenue: The following table presents the revenues disaggregated by revenue source (amounts in thousands): Three months ended June 30, Revenues by type 2022 2021 Subscriber revenue $ 31,979 $ 32,218 Advertising revenue 17,088 17,269 Other revenue 5,107 973 Total revenue $ 54,174 $ 50,460 Six months ended June 30, Revenues by type 2022 2021 Subscriber revenue $ 64,188 $ 52,167 Advertising revenue 33,058 33,175 Other revenue 5,727 2,695 Total revenue $ 102,973 $ 88,037 Deferred Revenue: |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions | |
Related Party Transactions | Note 3. Related Party Transactions The Company has various agreements with MVS, a Mexican media and television conglomerate, which has directors and stockholders in common with the Company as follows: ● MVS provides Cinelatino with satellite and support services including origination, uplinking and satellite delivery of two feeds of Cinelatino’s channel (for U.S. and Latin America), master control and monitoring, dubbing, subtitling and 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 $0.5 million and $0.7 million for the three months ended June 30, 2022 and 2021, respectively. Total expenses incurred were $1.1 million and $1.3 million for the six months ended June 30, 2022 and 2021, respectively. Amounts due to MVS pursuant to the agreements noted above amounted to $1.0 million and $0.4 million as of June 30, 2022 and December 31, 2021, respectively. ● Dish Mexico (d/b/a Comercializadora de Frecuencias Satelitales, S. de R.L. de C.V.) is an MVS affiliate and operates a subscription satellite television service throughout Mexico, and in connection with the services distributes Cinelatino. Total revenue recognized was $0.2 million for each of the three months ended June 30, 2022 and 2021. Total revenue recognized was $0.4 million and $0.5 million for the six months ended June 30, 2022 and 2021, respectively. Amounts due from Dish Mexico amounted to $0.4 million and $0.1 million as of June 30, 2022 and December 31, 2021, respectively. ● MVS has the non-exclusive right to duplicate, distribute and exhibit Cinelatino’s service via cable, satellite or by any other means in Mexico. Cinelatino receives revenues net of MVS’s 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 was $0.2 million for each of the three months ended June 30, 2022 and 2021. Total revenues recognized were $0.3 million and $0.4 million for the six months ended June 30, 2022 and 2021, respectively. Amounts due from MVS pursuant to the agreements noted above amounted to $0.3 million and $0.0 million as of June 30, 2022 and December 31, 2021, respectively. The Company has various agreements with TelevisaUnivision (including its various divisions and affiliates), which has directors in common with the Company (who may hold a material financial interest in TelevisaUnivision). ● Pantaya has an agreement for the purchase of advertising on TelevisaUnivision’s 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 million for each of the three and six months ended June 30, 2022. Total expenses incurred were $0.5 million for each of the three and six months ended June 30, 2021. Amounts due to TelevisaUnivision pursuant to this agreement totaled $0 million and $0.1 million as of June 30, 2022 and December 31, 2021, respectively. The Company had remaining commitments of $4.0 million as of June 30, 2022 which is included in Note 14, “Commitments” of Notes to Condensed Consolidated Financial Statements. ● Pantaya has various content output agreements with Videocine, S.A. de C.V. (“Videocine”), a division of TelevisaUnivision pursuant to which Pantaya licenses content from Videocine or licenses content to Videocine. There were no revenues earned or expenses incurred under these agreements for the three and six months ended June 30, 2022 and 2021. Deferred revenue related to the agreements was $2.5 million as of June 30, 2022 and December 31, 2021. Amounts due from Videocine pursuant to the agreements noted above amounted to $0.2 million and $0.6 million as of June 30, 2022 and December 31, 2021, respectively. Amounts due to Videocine pursuant to the agreements noted above amounted to $1.3 million and $0.9 million as of June 30, 2022 and December 31, 2021, respectively. For more information, see Note 4, “Held for Sale” of Notes to Condensed Consolidated Financial Statements. ● The Company has various licensing agreements with TelevisaUnivision pursuant to which the Company licenses content from TelevisaUnivision or licenses content to TelevisaUnivision. Total revenues recognized were $0.0 million for each of the three months ended June 30, 2022 and 2021. TelevisaUnivision. Total revenues recognized were $0.1 million for each of the six months ended June 30, 2022 and 2021. Total expenses incurred were $0.0 million for each of the three months ended June 30, 2022 and 2021. Total expenses incurred were $0.1 million for each of the six months ended June 30, 2022 and 2021. Amounts due from TelevisaUnivision pursuant to the agreements noted above amounted to $1.8 million and $0 million as of June 30, 2022 and December 31, 2021, respectively. No amounts were due to TelevisaUnivision as of June 30, 2022 and December 31, 2021. The Company entered into an amended and restated consulting agreement with James M. McNamara, a member of the Company’s 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, 2022 and 2021, and $0.2 million for each of the six months ended June 30, 2022 and 2021. No amounts were due to this related party as of June 30, 2022 and December 31, 2021. |
Held for Sale
Held for Sale | 6 Months Ended |
Jun. 30, 2022 | |
Held for Sale | |
Held for Sale | Note 4. Held for Sale On May 9, 2022, the Company entered into an agreement to sell Pantaya to TelevisaUnivision in exchange for $115 million in cash plus TelevisaUnivision’s Puerto Rican radio business, subject to certain adjustments. The sale of Pantaya is expected to close in the third quarter of 2022. The Company determined that Pantaya met the held for sale criteria as of May 9, 2022 and, as a result, related assets and liabilities were classified as held for sale in the Condensed Consolidated Balance Sheets as of June 30, 2022. As part of classifying Pantaya as held for sale in accordance with U.S. GAAP, the Company is required to measure Pantaya at the lower of its carrying amount or fair value less cost to sell. As of June 30, 2022, the Company determined there was no impairment and will reassess at the close of the transaction. The prior description is subject to, and is qualified in its entirety by reference to, the terms of the Transaction Agreements. The following table summarizes the Company’s assets and liabilities held for sale by major class (amounts in thousands) June 30, 2022 Accounts receivable, net $ 6,245 Due from related parties 1,915 Programming rights 6,034 Prepaid expenses 1,957 Other current assets 25,361 Current assets held for sale $ 41,512 Programming rights 14,938 Goodwill 66,113 Other intangibles, net 89,530 Operating lease right-of-use assets 773 Other assets 3,901 Non-current assets held for sale $ 175,255 Accounts payable $ 8,779 Due to related parties 1,300 Other accrued expenses 5,191 Deferred revenue 6,502 Programming rights payable 7,158 Current liabilities held for sale $ 28,930 Programming rights payable 2,210 Deferred income taxes 2,669 Other long-term liabilities 1,138 Non-current liabilities held for sale $ 6,017 Pantaya had a pre-tax loss of $7.0 million and $4.9 million for the three months ended June 30, 2022 and 2021, respectively, and $21.1 million and $4.9 million for the six months ended June 30, 2022 and 2021, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets | |
Goodwill and Intangible Assets | Note 5. Goodwill and Intangible Assets Goodwill and intangible assets consist of the following as of June 30, 2022 and December 31, 2021 ( amounts in thousands June 30, December 31, 2022 2021 Broadcast license $ 41,356 $ 41,356 Goodwill 165,597 231,710 Other intangibles 17,319 115,110 Total intangible assets $ 224,272 $ 388,176 A summary of changes in the Company’s goodwill and other indefinite-lived intangible assets, on a net basis, for the six months ended June 30, 2022 is as follows (amounts in thousands) Net Balance at Held for Sale Net Balance at December 31, 2021 Additions Reclassification June 30, 2022 Broadcast license $ 41,356 $ — $ — $ 41,356 Goodwill 231,710 — (66,113) 165,597 Brands 15,986 — — 15,986 Other intangibles 700 — — 700 Total indefinite-lived intangibles $ 289,752 $ — $ (66,113) $ 223,639 A summary of the changes in the Company’s other amortizable intangible assets for the six months ended June 30,2022 is as follows (amounts in thousands) Net Balance at Held for Sale Net Balance at December 31, 2021 Additions Reclassification Amortization June 30, 2022 Affiliate and customer relationships $ 50,681 $ — $ (45,262) $ (5,339) $ 80 Programming contracts 24,981 — (22,380) (2,308) 293 Brands 22,762 260 (21,888) (874) 260 Total finite-lived intangibles $ 98,424 $ 260 $ (89,530) $ (8,521) $ 633 The aggregate amortization expense of the Company’s amortizable intangible assets was $2.1 million and $3.2 million for the three months ended June 30, 2022 and 2021, respectively, and $8.5 million and $4.8 million for the six months ended June 30, 2022 and 2021, respectively. The weighted average remaining amortization period is 3.1 years at June 30, 2022. Future estimated amortization expense is as follows (amounts in thousands): Year Ending December 31, Amount Remainder of 2022 $ 100 2023 199 2024 199 2025 135 2026 and thereafter — Total $ 633 |
Equity Method Investments
Equity Method Investments | 6 Months Ended |
Jun. 30, 2022 | |
Equity Method Investments | |
Equity Method Investments | Note 6. Equity Method Investments 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 (“VIEs”), 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 VIE’s 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 VIE’s economic performance are controlled by the VIE’s board of directors and the Company’s 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. 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, 2022, we have funded $126.6 million in capital contributions to Canal 1. The Canal 1 joint venture losses-to-date have exceeded the capital contributions of the common equity partners and in accordance with equity method accounting, losses in excess of the common equity have been recorded against the next layer of the capital structure, in this case, preferred equity. The Company is currently the sole preferred equity holder in Canal 1 and therefore, the Company has recorded nearly 100% of the losses of the joint venture. We record the income or loss on investment on a one quarter lag. For three months ended June 30, 2022 and 2021, we recorded $2.3 million gain on equity method investment and $8.6 million loss from equity method investment in the accompanying Condensed Consolidated Statements of Operations, respectively. For the six months ended June 30, 2022 and 2021, we recorded $2.5 million loss on equity method investment and $6.1 million loss from equity method investment activity in the accompanying Condensed Consolidated Statements of Operations, respectively. The net balance recorded in equity method investments in the accompanying Condensed Consolidated Balance Sheets related to Canal 1 was $22.0 million and $24.2 million at June 30, 2022 and December 31, 2021, respectively. At June 30, 2022 and December 31, 2021 we had a receivable balance of $2.6 million, which is included in other assets in the accompanying Condensed Consolidated Balance Sheets. On April 28, 2017, we acquired a 25.5% interest in REMEZCLA, a digital media company targeting English speaking and bilingual U.S. Hispanic millennials through innovative content, 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. 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, 2022 and 2021. The net balance recorded in equity method investments in the accompanying Condensed Consolidated Balance Sheets was $0 million as of June 30, 2022 and December 31, 2021. For more information, see Note 15, "Subsequent Events" of Notes to Condensed Consolidated Financial Statements. On November 26, 2018, Snap Media acquired a 50% interest in Snap JV, LLC (“Snap JV”) (as of July 15, 2021, the Company owns 100% of Snap Media), a newly formed joint venture with Mar Vista Entertainment, LLC (“MarVista”), to co-produce original movies and series. The investment is deemed a VIE that is accounted for under the equity method. As of June 30, 2022, we have funded $0.4 million into Snap JV. We record the income or loss on investment on a one quarter lag. For the three months ended June 30, 2022 and 2021, we have recorded $0.0 million and $0 million, respectively, in loss on equity method investments in the accompanying Condensed Consolidated Statements of Operations. For the six months ended June 30, 2022 and 2021, we recorded $0.0 million and $0 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 $0.0 million as of June 30, 2022 and December 31, 2021, and is included in equity method investments in the accompanying Condensed Consolidated Balance Sheets. The Company records the income or loss on investments on a one quarter lag. Summary unaudited financial data for our equity method investments in the aggregate as of and for the three months ended March 31, 2022, are included below (amounts in thousands): Total Equity Investees Current assets $ 12,434 Non-current assets $ 22,804 Current liabilities $ 8,572 Non-current liabilities $ 80,604 Net revenue $ 5,334 Operating loss $ (4,451) Net loss $ (14,410) |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2022 | |
Income Taxes | |
Income Taxes | Note 7. Income Taxes The 2017 Tax Cuts and Jobs Act (“Jobs Act”) 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 it would affect the 2022 provision for income taxes. The Company has historically calculated the provision for income taxes during interim periods by applying an estimated annual effective tax rate for the full fiscal year to income (loss) before income taxes for the reporting period. Since the Company determined that relatively small changes in estimated annual income (loss) before income taxes could result in significant changes in the estimated annual effective tax rate, the Company has calculated the income tax provision using a discrete rate of 8.1% based on the actual income before income taxes for the six months ended June 30, 2022, for all jurisdictions, except for Puerto Rico, as permitted under ASC 740-270-30-36,”Income Taxes - Interim Reporting”. The difference between the discrete rate of 8.1% and the statutory Federal income tax rate of 21% in the six months ended June 30, 2022, is primarily due to permanent items, foreign tax credit limitation, and limitations on the deductibility of executive compensation under Internal Revenue Code Section 162(m). The losses at Canal 1 are excluded from the provision expense since these losses create a deferred tax asset, and due to the uncertainty of the realizability, the Company has recorded a full valuation allowance. The Puerto Rico jurisdiction continues to be computed utilizing an estimated annual effective rate of 25.5%. The difference between the Puerto Rico tax rate of 37.5% and the estimated annual effective rate of 25.5%, is primarily due to a reduced income tax rate in Puerto Rico on specific revenue related to local programming. For the six months ended June 30, 2021, our income tax expense has been computed utilizing an estimated annual effective tax rate of 46.7%, 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. Income tax expense was $0.8 million and $1.8 million for the three months ended June 30, 2022 and 2021, respectively. Income tax expense was $0.4 million and $3.1 million for the six months ended June 30, 2022 and 2021, respectively. |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Jun. 30, 2022 | |
Long-Term Debt | |
Long-Term Debt | Note 8. Long-Term Debt Long-term debt as of June 30, 2022 and December 31, 2021 consists of the following (amounts in thousands) June 30, 2022 December 31, 2021 Senior Notes due February 2024 $ 248,887 $ 249,575 Less: Current portion 2,656 2,656 $ 246,231 $ 246,919 On February 14, 2017, Hemisphere Media Holdings, LLC (“Holdings”) and InterMedia Español, Inc. (together with Holdings, the “Borrowers”), both wholly owned, indirect subsidiaries of the Company, amended the Term Loan Facility (the “Second Amended Term Loan Facility”). The Second Amended Term Loan Facility provides for a $213.3 million senior secured term loan B facility, and matures on February 14, 2024. The Second Amended Term Loan Facility bore interest at the Borrowers’ option of either (i) London Inter-bank Offered Rate (“LIBOR”) plus a margin of 3.50% or (ii) an Alternate Base Rate (“ABR”) plus a margin of 2.50%. On March 31, 2021 (the “Closing Date”), the Borrowers amended the Term Loan Facility, as previously amended (the “Third Amended Term Loan Facility”), 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 Borrowers’ 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 (“OID”). Additionally, the Third Amended Term Loan Facility provides for a revolving loan (the “Revolving Facility”) 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 bears interest at the Borrowers’ 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 (“bps”) 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, 2022, the Revolving Facility was undrawn. 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. 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. 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 Third Amended Term Loan Facility, no excess cash flow payment was due in March 2022. In accordance with ASC 470 – Debt, the Incremental Facility borrowing was deemed a modification of the Second Term Loan Facility and as such, an additional $2.0 million of original issue discount (“OID”) incurred in connection with the Third Amended Term Loan Facility was added to the existing OID.As of June 30,2022, the OID balance was $1.7 million, net of accumulated amortization of $3.8 million and was recorded as a reduction to the principal amount of the long-term debt outstanding as presented on the accompanying Condensed Consolidated Balance Sheets and will be amortized as a component of interest expense over the term of the Third Amended Term Loan Facility. Financing costs of $0.6 million incurred in connection with the Third Amended Term Loan Facility were expensed in accordance with ASC 470 – Debt and are included in other expenses in the accompanying Condensed Consolidated Statement of Operations at March 31, 2021. In accordance with ASU 2015-15 Interest—Imputation of Interest (Subtopic 835-30) Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line of Credit Arrangements, deferred financing fees of $0.4 million, net of accumulated amortization of $2.9 million, are presented as a reduction to the Third Amended Term Loan Facility outstanding at June 30, 2022 as presented on the accompanying Condensed Consolidated Balance Sheets, and will be amortized as a component of interest expense over the term of the Third Amended Term Loan Facility. An additional $0.6 million of deferred costs incurred on the Revolving Facility, in connection with the Third Amended Term Loan Facility, was recorded to prepaid and other current assets and other non-current assets in the accompanying Condensed Consolidated Balance Sheets and will be amortized on a straight-line basis through maturity on November 15, 2023. As of June 30, 2022, deferred costs for the Revolving Facility were $0.3 million, net of accumulated amortization of $0.3 million. The carrying value of the long-term debt approximates fair value at June 30, 2022 and December 31, 2021, 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 Year Ending December 31, Amount Remainder of 2022 $ 1,328 2023 2,656 2024 246,976 Total $ 250,960 |
Derivative Instruments
Derivative Instruments | 6 Months Ended |
Jun. 30, 2022 | |
Derivative Instruments | |
Derivative Instruments | Note 9. Derivative Instruments We use derivative financial instruments in the management of our interest rate exposure. Our strategy is to eliminate the cash flow risk on a portion of the variable rate debt caused by changes in the designated benchmark interest rate, LIBOR. The Company does not enter into or hold derivative financial instruments for speculative trading purposes. On May 4, 2017, we entered into two identical pay-fixed, receive-variable, interest rate swaps with two different 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 (“AOCI”). The change in the fair value of the interest rate swap agreements for the six months ended June 30, 2022, resulted in an unrealized gain of $0.4 million, and was included in OCI net of taxes. The change in the fair value of the interest rate swap agreements for the three and six months ended June 30, 2021, resulted in an unrealized gain of $0.4 million and an unrealized gain of $0.9 million, respectively, which were included in AOCI net of taxes. The Company paid $0.4 million of net interest on the settlement of the interest rate swap agreements for the six months ended June 30, 2022. The Company paid $0.5 million and $0.9 million of net interest on the settlement of the interest rate swap agreements for each of the three and six months ended June 30, 2021, respectively. As a result of the expiration of the interest rate swaps on March 31, 2022, no gain or loss was recorded in operations for the three and six months ended June 30, 2022. No gain or loss was recorded in operations for the three and six months ended June 30, 2021. The aggregate fair value of the interest rate swaps was $0.4 million as of December 31, 2021 and was recorded in other long-term liabilities on the accompanying Condensed Consolidated Balance Sheets. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Measurements | |
Fair Value Measurements | Note 10. Fair Value Measurements Our derivatives are valued using a discounted cash flow analysis that incorporates observable market parameters, such as interest rate yield curves, classified as Level 2 within the valuation hierarchy. Derivative valuations incorporate credit risk adjustments that are necessary to reflect the probability of default by us or the counterparty. The following table presents our assets and liabilities measured at fair value on a recurring basis and the levels of inputs used to measure fair value, which include derivatives designated as cash flow hedging instruments, as well as their location on our accompanying Condensed Consolidated Balance Sheets as of June 30, 2022 and December 31, 2021 ( amounts in thousands Estimated Fair Value June 30, 2022 Category Balance Sheet Location Level 1 Level 2 Level 3 Total Cash flow hedges: Interest rate swap Other long-term liabilities — — — — Estimated Fair Value December 31, 2021 Category Balance Sheet Location Level 1 Level 2 Level 3 Total Cash flow hedges: Interest rate swap Other long-term liabilities — $ 439 — $ 439 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. 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, 2022 | |
Stockholders' Equity | |
Stockholders' Equity | Note 11. Stockholders’ Equity Capital stock As of June 30, 2022, the Company had 20,827,861 shares of Class A common stock, and 19,720,381 shares of Class B common stock, issued Equity incentive plans 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 “Equity Incentive Plan”) 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, 2022, 2.9 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 Company’s 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. The Company’s time-based restricted stock awards and option awards generally vest in three equal annual installments beginning on the first anniversary of the grant date, subject to the grantee’s continued employment or service with the Company. The Company’s performance-based restricted stock awards and option awards vest based on the achievement of certain non-market-based performance metrics of the Company, subject to the grantee’s 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 Company’s annual shareholder meeting. Stock-based compensation Stock-based compensation expense relates to both stock options and restricted stock. Stock-based compensation expense was $0.8 million and $1.5 million for the three months ended June 30, 2022 and 2021, respectively, and $2.2 million and $2.8 million for the six months ended June 30, 2022 and 2021, respectively. At June 30, 2022, there was $2.2 million of total unrecognized compensation cost related to unvested stock options, which is expected to be recognized over a weighted-average period of 1.9 years. At June 30, 2022, there was $3.7 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. Stock options 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. The expected term of options granted is derived using the simplified method under ASC 718 10 S99 1/SEC Topic 14.D for “plain vanilla” options. As of January 1, 2022, the Company determined that it had sufficient trading history to provide a reliable measure of expected volatility. As a result, the Company transitioned from peer group volatility to the Company’s historical volatility as a basis for expected volatility. 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. As of January 1, 2022, the Company determined that it had sufficient historical data to utilize its own forfeiture rate. As a result, the Company transitioned from an estimated forfeiture rate of 1.5% to a historical forfeiture rate of 2.6%. The Company 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. Six Months Ended Year Ended Black-Scholes Option Valuation Assumptions June 30, 2022 December 31, 2021 Risk-free interest rate 1.93 % 0.94% – 1.29 % Dividend yield — — Volatility 40.4 % 37.3% – 40.7 % Weighted-average expected term (years) 6.0 6.0 The following table summarizes stock option activity for the six months ended June 30, 2022 (shares and intrinsic value in thousands) Weighted- average Weighted- remaining Aggregate Number of average contractual intrinsic shares exercise price term value Outstanding at December 31, 2021 4,445 $ 11.69 4.8 $ — Granted 105 5.44 6.0 — Exercised — — — — Forfeited (182) 11.55 — — Expired (8) 10.39 — — Outstanding at June 30, 2022 4,360 $ 11.55 4.3 $ 221 Vested at June 30, 2022 3,785 $ 11.69 3.6 $ — Exercisable at June 30, 2022 3,785 $ 11.69 3.6 $ — The weighted average grant date fair value of options granted for the six months ended June 30, 2022 was $2.26. At June 30, 2022, 0.3 million options granted and included in the table above are unvested performance-based options. Restricted stock 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. Performance-based restricted stock grants vest over a period of three years upon satisfaction of the performance condition. The following table summarizes restricted share activity for the six months ended June 30, 2022 ( shares in thousands Number of Weighted-average shares grant date fair value Outstanding at December 31, 2021 614 $ 11.79 Granted 285 6.09 Vested (329) 12.09 Forfeited (59) 12.00 Outstanding at June 30, 2022 511 $ 8.40 Non-controlling interest Effective July 15, 2021, the Company entered into an omnibus modification agreement with Snap Distribution, Inc., a British Virgin Islands company, pursuant to which Snap Distribution, Inc. relinquished the non-controlling 25% interest in Snap Media, at which point Snap Media became a wholly owned subsidiary of the Company. The Company recorded the relinquishment of this non-controlling interest by Snap Distribution, Inc. as a transaction between shareholders with no gain or loss reported. |
Contingencies
Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Contingencies | |
Contingencies | Note 12. Contingencies We are involved in various legal actions, generally related to our operations. Management believes, based on advice from legal counsel, that the outcomes of such legal actions will not adversely affect our financial condition. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2022 | |
Leases | |
Leases | Note 13. Leases The Company is a lessee under leases for office space, land and equipment with third parties, all of which are accounted for as operating leases. These leases generally have an initial term of one A summary of the classification of operating leases on our Condensed Consolidated Balance Sheets as of June 30, 2022 and December 31, 2021 ( amounts in thousands June 30, December 31, 2022 2021 Operating lease right-of-use assets $ 1,027 $ 1,281 Operating lease liability, current (Other accrued expenses) 605 538 Operating lease liability, non-current (Other long-term liabilities) $ 587 $ 890 The decrease in lease assets and liabilities as of June 30, 2022 is due to the Held for Sale classification of Pantaya's assets and liabilities. For more information, see Note 4, "Held for Sale" of Notes to Condensed Consolidated Financial Statements. Components of lease cost reflected in our Condensed Consolidated Statement of Operations for the three and six months ended June 30, 2022 and 2021 ( amounts in thousands Three months ended June 30, 2022 2021 Operating lease cost $ 203 $ 168 Short-term lease cost 49 135 Total lease cost $ 252 $ 303 Six months ended June 30, 2022 2021 Operating lease cost $ 397 $ 337 Short-term lease cost 93 178 Total lease cost $ 490 $ 515 A summary of weighted-average remaining lease term and weighted-average discount rate as of June 30, 2022: Weighted-average remaining lease term 2.7 years Weighted average discount rate 6.0 % Supplemental cash flow and other non-cash information for the six months ended June 30, 2022 and 2021 ( amounts in thousands Six months ended June 30, 2022 2021 Operating cash flows from operating leases $ 352 $ 304 Future annual minimum lease commitments as of June 30, 2022 were as follows ( amounts in thousands June 30, 2022 Remainder of 2022 $ 333 2023 517 2024 232 2025 146 2026 58 Total minimum payments $ 1,286 Less: amount representing interest (95) Lease liability $ 1,191 |
Commitments
Commitments | 6 Months Ended |
Jun. 30, 2022 | |
Commitments | |
Commitments | Note 14. Commitments The Company has other commitments, primarily related to programming, in addition to the various operating leases included in Note 13, “Leases” of Notes to Condensed Consolidated Financial Statements. Future minimum payments as of June 30, 2022, are as follows (amounts in thousands) June 30, 2022 Remainder of 2022 $ 24,224 2023 7,664 2024 4,653 2025 1,758 2026 and thereafter 417 Total $ 38,716 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events | |
Subsequent Events | Note 15. Subsequent Events On July 1, 2022, the Company sold its 25.5% ownership interest in REMEZCLA, a digital media company targeting English speaking and bilinigual U.S. Hispanic millennials through innovative content, for $3.0 million in cash. |
Nature of Business (Policies)
Nature of Business (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Nature of Business | |
Basis of presentation: | Basis of presentation: |
Net (loss) income per common share: | Net (loss) income per common 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 Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Numerator for (loss) income per common share calculation: Net (loss) income attributable to Hemisphere Media Group, Inc. $ (3,911) $ (6,286) $ (17,139) $ 27,072 Denominator for (loss) income per common share calculation: Weighted-average common shares, basic 39,991 39,641 39,861 39,511 Effect of dilutive securities Stock options and restricted stock — — — 389 Weighted-average common shares, diluted 39,991 39,641 39,861 39,900 (Loss) income per share attributable to Hemisphere Media Group, Inc. Basic $ (0.10) $ (0.16) $ (0.43) $ 0.69 Diluted $ (0.10) $ (0.16) $ (0.43) $ 0.68 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 per common share calculation. Per the Accounting Standards Codification (“ASC”) 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 income per share computation (ASC 260-10-45-23). The assumed exercise only occurs when the options are “In the Money” (exercise price is lower than the average market price for the period). If the options are “Out of the Money” (exercise price is higher than the average market price for the period), the exercise is not assumed since the result would be anti-dilutive. Potentially dilutive securities representing 4.1 and 1.6 million shares of common stock for the three months ended June 30, 2022 and 2021, respectively, were excluded from the computation of diluted (loss) income per common share for this period because their effect would have been anti-dilutive. Potentially dilutive securities representing 4.1 million and 2.1 million shares of common stock for the six months ended June 30, 2022 and 2021, 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. As a result of the net loss for the three months ended June 30, 2022 and 2021, outstanding awards totaling 0.1 million and 0.4 million, respectively, were not included in the computation of diluted loss per share because their effect was anti-dilutive. As a result of the net loss for the six months ended June 30, 2022, 0.1 million outstanding awards were not included in the computation of diluted loss per share because their effect was anti-dilutive. |
Held for sale: | Held for sale: |
Use of estimates: | Use of estimates: historical experience and other assumptions that are considered appropriate in the circumstances. However, actual results could differ from those estimates. |
Accounting guidance not yet adopted: | 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, 2022 | |
Nature of Business | |
Schedule of the computation of the common shares outstanding used in determining basic and diluted income (loss) 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 Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Numerator for (loss) income per common share calculation: Net (loss) income attributable to Hemisphere Media Group, Inc. $ (3,911) $ (6,286) $ (17,139) $ 27,072 Denominator for (loss) income per common share calculation: Weighted-average common shares, basic 39,991 39,641 39,861 39,511 Effect of dilutive securities Stock options and restricted stock — — — 389 Weighted-average common shares, diluted 39,991 39,641 39,861 39,900 (Loss) income per share attributable to Hemisphere Media Group, Inc. Basic $ (0.10) $ (0.16) $ (0.43) $ 0.69 Diluted $ (0.10) $ (0.16) $ (0.43) $ 0.68 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Revenue Recognition | |
Schedule of disaggregation of revenue | The following table presents the revenues disaggregated by revenue source (amounts in thousands): Three months ended June 30, Revenues by type 2022 2021 Subscriber revenue $ 31,979 $ 32,218 Advertising revenue 17,088 17,269 Other revenue 5,107 973 Total revenue $ 54,174 $ 50,460 Six months ended June 30, Revenues by type 2022 2021 Subscriber revenue $ 64,188 $ 52,167 Advertising revenue 33,058 33,175 Other revenue 5,727 2,695 Total revenue $ 102,973 $ 88,037 |
Held for Sale (Tables)
Held for Sale (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Held for Sale | |
Schedule of company's assets and liabilities held for sale by major class | June 30, 2022 Accounts receivable, net $ 6,245 Due from related parties 1,915 Programming rights 6,034 Prepaid expenses 1,957 Other current assets 25,361 Current assets held for sale $ 41,512 Programming rights 14,938 Goodwill 66,113 Other intangibles, net 89,530 Operating lease right-of-use assets 773 Other assets 3,901 Non-current assets held for sale $ 175,255 Accounts payable $ 8,779 Due to related parties 1,300 Other accrued expenses 5,191 Deferred revenue 6,502 Programming rights payable 7,158 Current liabilities held for sale $ 28,930 Programming rights payable 2,210 Deferred income taxes 2,669 Other long-term liabilities 1,138 Non-current liabilities held for sale $ 6,017 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets | |
Schedule of goodwill and intangible assets | Goodwill and intangible assets consist of the following as of June 30, 2022 and December 31, 2021 ( amounts in thousands June 30, December 31, 2022 2021 Broadcast license $ 41,356 $ 41,356 Goodwill 165,597 231,710 Other intangibles 17,319 115,110 Total intangible assets $ 224,272 $ 388,176 |
Summary of the changes in goodwill and other indefinite lived intangible assets | A summary of changes in the Company’s goodwill and other indefinite-lived intangible assets, on a net basis, for the six months ended June 30, 2022 is as follows (amounts in thousands) Net Balance at Held for Sale Net Balance at December 31, 2021 Additions Reclassification June 30, 2022 Broadcast license $ 41,356 $ — $ — $ 41,356 Goodwill 231,710 — (66,113) 165,597 Brands 15,986 — — 15,986 Other intangibles 700 — — 700 Total indefinite-lived intangibles $ 289,752 $ — $ (66,113) $ 223,639 |
Summary of the changes in finite lived intangible assets | A summary of the changes in the Company’s other amortizable intangible assets for the six months ended June 30,2022 is as follows (amounts in thousands) Net Balance at Held for Sale Net Balance at December 31, 2021 Additions Reclassification Amortization June 30, 2022 Affiliate and customer relationships $ 50,681 $ — $ (45,262) $ (5,339) $ 80 Programming contracts 24,981 — (22,380) (2,308) 293 Brands 22,762 260 (21,888) (874) 260 Total finite-lived intangibles $ 98,424 $ 260 $ (89,530) $ (8,521) $ 633 |
Schedule of future estimated amortization expense | Future estimated amortization expense is as follows (amounts in thousands): Year Ending December 31, Amount Remainder of 2022 $ 100 2023 199 2024 199 2025 135 2026 and thereafter — Total $ 633 |
Equity Method Investments (Tabl
Equity Method Investments (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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 method investments in the aggregate as of and for the three months ended March 31, 2022, are included below (amounts in thousands): Total Equity Investees Current assets $ 12,434 Non-current assets $ 22,804 Current liabilities $ 8,572 Non-current liabilities $ 80,604 Net revenue $ 5,334 Operating loss $ (4,451) Net loss $ (14,410) |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Long-Term Debt | |
Schedule of long-term debt | Long-term debt as of June 30, 2022 and December 31, 2021 consists of the following (amounts in thousands) June 30, 2022 December 31, 2021 Senior Notes due February 2024 $ 248,887 $ 249,575 Less: Current portion 2,656 2,656 $ 246,231 $ 246,919 |
Schedule of maturities of long-term debt | The following are the maturities of our long-term debt as of June 30,2022 ( amounts in thousands Year Ending December 31, Amount Remainder of 2022 $ 1,328 2023 2,656 2024 246,976 Total $ 250,960 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Measurements | |
Schedule of assets and liabilities that are measured at fair value on a recurring basis | The following table presents our assets and liabilities measured at fair value on a recurring basis and the levels of inputs used to measure fair value, which include derivatives designated as cash flow hedging instruments, as well as their location on our accompanying Condensed Consolidated Balance Sheets as of June 30, 2022 and December 31, 2021 ( amounts in thousands Estimated Fair Value June 30, 2022 Category Balance Sheet Location Level 1 Level 2 Level 3 Total Cash flow hedges: Interest rate swap Other long-term liabilities — — — — Estimated Fair Value December 31, 2021 Category Balance Sheet Location Level 1 Level 2 Level 3 Total Cash flow hedges: Interest rate swap Other long-term liabilities — $ 439 — $ 439 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Stockholders' Equity | |
Summary of stock option activity | The following table summarizes stock option activity for the six months ended June 30, 2022 (shares and intrinsic value in thousands) Weighted- average Weighted- remaining Aggregate Number of average contractual intrinsic shares exercise price term value Outstanding at December 31, 2021 4,445 $ 11.69 4.8 $ — Granted 105 5.44 6.0 — Exercised — — — — Forfeited (182) 11.55 — — Expired (8) 10.39 — — Outstanding at June 30, 2022 4,360 $ 11.55 4.3 $ 221 Vested at June 30, 2022 3,785 $ 11.69 3.6 $ — Exercisable at June 30, 2022 3,785 $ 11.69 3.6 $ — |
Summary of restricted share activity | The following table summarizes restricted share activity for the six months ended June 30, 2022 ( shares in thousands Number of Weighted-average shares grant date fair value Outstanding at December 31, 2021 614 $ 11.79 Granted 285 6.09 Vested (329) 12.09 Forfeited (59) 12.00 Outstanding at June 30, 2022 511 $ 8.40 |
Time Based Restricted Stock and Stock Option | Black Scholes Pricing Model | |
Stockholders' Equity | |
Schedule of valuation assumptions | Six Months Ended Year Ended Black-Scholes Option Valuation Assumptions June 30, 2022 December 31, 2021 Risk-free interest rate 1.93 % 0.94% – 1.29 % Dividend yield — — Volatility 40.4 % 37.3% – 40.7 % Weighted-average expected term (years) 6.0 6.0 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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, 2022 and December 31, 2021 ( amounts in thousands June 30, December 31, 2022 2021 Operating lease right-of-use assets $ 1,027 $ 1,281 Operating lease liability, current (Other accrued expenses) 605 538 Operating lease liability, non-current (Other long-term liabilities) $ 587 $ 890 |
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, 2022 and 2021 ( amounts in thousands Three months ended June 30, 2022 2021 Operating lease cost $ 203 $ 168 Short-term lease cost 49 135 Total lease cost $ 252 $ 303 Six months ended June 30, 2022 2021 Operating lease cost $ 397 $ 337 Short-term lease cost 93 178 Total lease cost $ 490 $ 515 |
Schedule of lease term and discount rate | A summary of weighted-average remaining lease term and weighted-average discount rate as of June 30, 2022: Weighted-average remaining lease term 2.7 years Weighted average discount rate 6.0 % |
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, 2022 and 2021 ( amounts in thousands Six months ended June 30, 2022 2021 Operating cash flows from operating leases $ 352 $ 304 |
Schedule of future annual minimum lease commitments | Future annual minimum lease commitments as of June 30, 2022 were as follows ( amounts in thousands June 30, 2022 Remainder of 2022 $ 333 2023 517 2024 232 2025 146 2026 58 Total minimum payments $ 1,286 Less: amount representing interest (95) Lease liability $ 1,191 |
Commitments (Tables)
Commitments (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Commitments | |
Schedule of future minimum payments for other commitments, primarily programming | Future minimum payments as of June 30, 2022, are as follows (amounts in thousands) June 30, 2022 Remainder of 2022 $ 24,224 2023 7,664 2024 4,653 2025 1,758 2026 and thereafter 417 Total $ 38,716 |
Nature of Business (Details)
Nature of Business (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | May 09, 2022 | Dec. 31, 2021 | |
Nature of business | |||||||
Cash | $ 28,894 | $ 28,894 | $ 49,477 | ||||
Numerator for (loss) income per common share calculation: | |||||||
Net (loss) income attributable to Hemisphere Media Group, Inc. | $ (3,911) | $ (6,286) | $ (17,139) | $ 27,072 | |||
Denominator for (loss) income per common share calculation: | |||||||
Weighted-average common shares, basic | 39,991 | 39,641 | 39,861 | 39,511 | |||
Effect of dilutive securities | |||||||
Stock options and restricted stock | 389 | ||||||
Weighted-average common shares, diluted | 39,991 | 39,641 | 39,861 | 39,900 | |||
(Loss) income per share attributable to Hemisphere Media Group, Inc. | |||||||
Basic | $ (0.10) | $ (0.16) | $ (0.43) | $ 0.69 | |||
Diluted | $ (0.10) | $ (0.16) | $ (0.43) | $ 0.68 | |||
Shares excluded from the computation of diluted income (loss) per common share | 4,100,000 | 1,600,000 | 4,100,000 | 2,100,000 | |||
Outstanding common stock awards excluded from computation of diluted loss per share | 100,000 | 400,000 | 100,000 | ||||
Gato Investments LP | |||||||
Nature of business | |||||||
Share price (in dollars per share) | $ 7 | ||||||
TelevisaUnivision | |||||||
Nature of business | |||||||
Cash | $ 115,000 | ||||||
PANTAYA | |||||||
Nature of business | |||||||
Equity interest owned prior to transaction (in percent) | 25% | ||||||
Purchase price | $ 123,600 | ||||||
Equity interest acquired (as a percent) | 75% | ||||||
Re-measurement gain | $ 30,100 | ||||||
PANTAYA | TelevisaUnivision | |||||||
Nature of business | |||||||
Cash | $ 115,000 |
Revenue Recognition (Details)
Revenue Recognition (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Revenues | |||||
Total revenue | $ 54,174 | $ 50,460 | $ 102,973 | $ 88,037 | |
Deferred revenue | 655 | 655 | $ 7,400 | ||
Revenue included in deferred revenue | 200 | 3,000 | |||
Subscriber revenue | |||||
Revenues | |||||
Total revenue | $ 31,979 | 32,218 | $ 64,188 | 52,167 | |
Subscriber revenue | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-06-30 | |||||
Revenues | |||||
Revenue, remaining performance obligation, expected timing of satisfaction, period | 60 days | 60 days | |||
Advertising revenue | |||||
Revenues | |||||
Total revenue | $ 17,088 | 17,269 | $ 33,058 | 33,175 | |
Advertising revenue | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-06-30 | |||||
Revenues | |||||
Revenue, remaining performance obligation, expected timing of satisfaction, period | 30 days | 30 days | |||
Other Revenue | |||||
Revenues | |||||
Total revenue | $ 5,107 | $ 973 | $ 5,727 | $ 2,695 |
Related Party Transactions (Det
Related Party Transactions (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) item | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Related party transactions | |||||
Remaining commitment | $ 38,716 | $ 38,716 | |||
TelevisaUnivision | |||||
Related party transactions | |||||
Total expense | 100 | $ 100 | |||
Due to related parties | 0 | 0 | $ 0 | ||
Revenue recognized from related party | 0 | $ 0 | |||
Due from related parties | 1,800 | $ 1,800 | 0 | ||
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 | 500 | 700 | $ 1,100 | 1,300 | |
Due to related parties | 1,000 | 1,000 | 400 | ||
MVS Multivision Digital Sde RLde CV and Affiliates | Affiliation Agreement | |||||
Related party transactions | |||||
Revenue recognized from related party | 200 | 200 | 400 | 500 | |
Due from related parties | 400 | 400 | 100 | ||
MVS Multivision Digital Sde RLde CV and Affiliates | Master License Agreement | Cinelatino | |||||
Related party transactions | |||||
Revenue recognized from related party | 200 | 200 | 300 | 400 | |
Due from related parties | 300 | $ 300 | 0 | ||
Distribution fee as a percentage of revenue earned | 13.50% | ||||
Director | Consulting Agreement with Director | |||||
Related party transactions | |||||
Total expense | 100 | 100 | $ 200 | 200 | |
Due to related parties | 0 | 0 | 0 | ||
TelevisaUnivision, Inc. | |||||
Related party transactions | |||||
Total expense | 0 | 0 | 100 | 100 | |
Due to related parties | 0 | 0 | 0 | ||
TelevisaUnivision, Inc. | Advertising Purchase Agreement | PANTAYA | |||||
Related party transactions | |||||
Total expense | 0 | $ 500 | 0 | $ 500 | |
Due to related parties | 0 | 0 | 100 | ||
Remaining commitment | 4,000 | 4,000 | |||
Videocine, S.A. de C.V. | Content Output Agreements | PANTAYA | |||||
Related party transactions | |||||
Due to related parties | 1,300 | 1,300 | 900 | ||
Due from related parties | 200 | 200 | 600 | ||
Deferred revenue | $ 2,500 | $ 2,500 | $ 2,500 |
Held for Sale - Additional info
Held for Sale - Additional information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | May 09, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | ||||||
Cash | $ 28,894 | $ 28,894 | $ 49,477 | |||
TelevisaUnivision | ||||||
Related Party Transaction [Line Items] | ||||||
Cash | $ 115,000 | |||||
TelevisaUnivision | PANTAYA | ||||||
Related Party Transaction [Line Items] | ||||||
Cash | $ 115,000 | |||||
Pre-tax loss | $ 7,000 | $ 4,900 | $ 21,100 | $ 4,900 |
Held for Sale - Company's asset
Held for Sale - Company's assets and liabilities held for sale by major class (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
Current assets held for sale | |
Current assets held for sale | $ 41,512 |
Non-current assets held for sale | |
Noncurrent assets held for sale | 175,255 |
Current liabilities held for sale | |
Current liabilities held for sale | 28,930 |
Non-current liabilities held for sale | |
Noncurrent liabilities held for sale | 6,017 |
PANTAYA | Discontinued Operations, Disposed of by Means Other than Sale, Exchange [Member] | |
Current assets held for sale | |
Accounts receivable, net | 6,245 |
Due from related parties | 1,915 |
Programming rights | 6,034 |
Prepaid expenses | 1,957 |
Other current assets | 25,361 |
Current assets held for sale | 41,512 |
Non-current assets held for sale | |
Programming rights | 14,938 |
Goodwill | 66,113 |
Other intangibles, net | 89,530 |
Operating lease right-of-use assets | 773 |
Other assets | 3,901 |
Noncurrent assets held for sale | 175,255 |
Current liabilities held for sale | |
Accounts payable | 8,779 |
Due to related parties | 1,300 |
Other accrued expenses | 5,191 |
Deferred revenue | 6,502 |
Programming rights payable | 7,158 |
Current liabilities held for sale | 28,930 |
Non-current liabilities held for sale | |
Programming rights payable | 2,210 |
Deferred income taxes | 2,669 |
Other long-term liabilities | 1,138 |
Noncurrent liabilities held for sale | $ 6,017 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets | ||
Broadcast licenses | $ 41,356 | $ 41,356 |
Goodwill | 165,597 | 231,710 |
Other intangibles | 17,319 | 115,110 |
Total intangible assets | 224,272 | $ 388,176 |
Other finite lived intangible assets, impairment charge | $ 89,530 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Indefinite Lived Net Balance (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Changes in other indefinite-lived intangible assets | |
Impairment/ Held for Sale Reclassification | $ 66,113 |
Changes in goodwill | |
Net balance at the beginning of the period | 231,710 |
Net balance at the end of the period | 165,597 |
Changes in goodwill and other indefinite lived intangible assets, on a net basis | |
Net balance at the beginning of the period | 289,752 |
Additions | 0 |
Net balance at the end of the period | 223,639 |
Licensing Agreements | |
Changes in other indefinite-lived intangible assets | |
Net balance at the beginning of the period | 41,356 |
Additions | 0 |
Impairment/ Held for Sale Reclassification | 0 |
Net balance at the end of the period | 41,356 |
Goodwill | |
Changes in goodwill | |
Net balance at the beginning of the period | 231,710 |
Additions | 0 |
Impairment | (66,113) |
Net balance at the end of the period | 165,597 |
Brands | |
Changes in other indefinite-lived intangible assets | |
Net balance at the beginning of the period | 15,986 |
Additions | 0 |
Impairment/ Held for Sale Reclassification | 0 |
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 |
Additions | 0 |
Impairment/ Held for Sale Reclassification | 0 |
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, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Changes in other amortizable intangible assets | ||||
Net balance at the beginning of the period | $ 98,424 | |||
Additions | 260 | |||
Held for Sale Reclassification | (89,530) | |||
Amortization | $ 2,100 | $ 3,200 | 8,521 | $ 4,800 |
Net balance at the end of the period | 633 | 633 | ||
Affiliate and customer relationships | ||||
Changes in other amortizable intangible assets | ||||
Net balance at the beginning of the period | 50,681 | |||
Additions | 0 | |||
Held for Sale Reclassification | (45,262) | |||
Amortization | 5,339 | |||
Net balance at the end of the period | 80 | 80 | ||
Programming rights | ||||
Changes in other amortizable intangible assets | ||||
Net balance at the beginning of the period | 24,981 | |||
Additions | 0 | |||
Held for Sale Reclassification | (22,380) | |||
Amortization | 2,308 | |||
Net balance at the end of the period | 293 | 293 | ||
Brands | ||||
Changes in other amortizable intangible assets | ||||
Net balance at the beginning of the period | 22,762 | |||
Additions | 260 | |||
Held for Sale Reclassification | (21,888) | |||
Amortization | 874 | |||
Net balance at the end of the period | $ 260 | $ 260 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Future Estimated Amortization Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Amortizable intangible assets | |||||
Amortization of finite-lived intangible assets | $ 2,100 | $ 3,200 | $ 8,521 | $ 4,800 | |
Future estimated amortization expense | |||||
Remainder of 2022 | 100 | 100 | |||
2023 | 199 | 199 | |||
2024 | 199 | 199 | |||
2025 | 135 | 135 | |||
2026 and thereafter | 0 | 0 | |||
Total | $ 633 | $ 633 | $ 98,424 | ||
Weighted Average | |||||
Amortizable intangible assets | |||||
Remaining amortization period | 3 years 1 month 6 days |
Equity Method Investments (Deta
Equity Method Investments (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||
Apr. 28, 2017 | Nov. 30, 2016 | Jul. 31, 2019 | Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Jul. 15, 2021 | Mar. 31, 2021 | Nov. 26, 2018 | Feb. 07, 2018 | Feb. 06, 2018 | |
Equity method investments | ||||||||||||||
Equity method investments | $ 21,938 | $ 21,938 | $ 24,171 | |||||||||||
Gain (loss) on equity method investment activity | 2,283 | $ (8,569) | (2,489) | $ 24,040 | ||||||||||
Other assets | 4,677 | 4,677 | 7,410 | |||||||||||
Canal 1 | ||||||||||||||
Equity method investments | ||||||||||||||
Equity method investments | 126,600 | 126,600 | ||||||||||||
Gain (loss) on equity method investment activity | 2,300 | 8,600 | $ (2,500) | (6,100) | ||||||||||
Percentage of losses recorded | 100% | |||||||||||||
Net equity method investments | 22,000 | $ 22,000 | 24,200 | |||||||||||
Other assets | 2,600 | $ 2,600 | 2,600 | |||||||||||
Colombian content producers, Radio television and NTC Nacional | Television broadcast license | ||||||||||||||
Equity method investments | ||||||||||||||
Ownership Percentage | 40% | 20% | ||||||||||||
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 | |||||||||||||
REMEZCLA | ||||||||||||||
Equity method investments | ||||||||||||||
Net equity method investments | 0 | $ 0 | 0 | |||||||||||
Total consideration | $ 5,000 | |||||||||||||
Non-cash impairment charge | $ 5,500 | |||||||||||||
Snap JV | ||||||||||||||
Equity method investments | ||||||||||||||
Equity method investments | 400 | 400 | ||||||||||||
Gain (loss) on equity method investment activity | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |||||||||
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% | |||||||||||||
PANTAYA | ||||||||||||||
Equity method investments | ||||||||||||||
Equity interest owned prior to transaction (in percent) | 25% | |||||||||||||
Equity interest acquired (as a percent) | 75% | |||||||||||||
Reportable Legal Entities | Snap Global. LLC | ||||||||||||||
Equity method investments | ||||||||||||||
Ownership Percentage | 100% |
Equity Method Investments - Sum
Equity Method Investments - Summarized unaudited financial data (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Summary financial information of equity method investments | ||||||
Current assets | $ 115,612 | $ 115,612 | $ 126,364 | |||
Current liabilities | 79,048 | 79,048 | $ 73,271 | |||
Net revenues | 54,174 | $ 50,460 | 102,973 | $ 88,037 | ||
Operating loss | (2,264) | 7,178 | (7,949) | 12,244 | ||
Net loss | $ (3,911) | $ (6,341) | $ (17,139) | $ 27,040 | ||
Equity Method Investment, Nonconsolidated Investee or Group of Investees | ||||||
Summary financial information of equity method investments | ||||||
Current assets | $ 12,434 | |||||
Non-current assets | 22,804 | |||||
Current liabilities | 8,572 | |||||
Non-current liabilities | 80,604 | |||||
Net revenues | 5,334 | |||||
Operating loss | (4,451) | |||||
Net loss | $ (14,410) |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2018 | Dec. 31, 2017 | |
Effective tax rates reconciliation | ||||||
Statutory federal income tax rate (as a percent) | 21% | 21% | 21% | 35% | ||
Annual income tax rate (as a percent) | 46.70% | |||||
Annual effective rate relates to the required valuation allowance (as a percent) | 14.90% | |||||
Discrete estimated annual effective income tax rate percent | 8.10% | |||||
Income tax expense (benefit) | $ 819 | $ 1,785 | $ 426 | $ 3,053 | ||
U.S. | ||||||
Effective tax rates reconciliation | ||||||
Annual income tax rate (as a percent) | 31.80% | |||||
PANTAYA | ||||||
Effective tax rates reconciliation | ||||||
Gain related to the step acquisition | $ 30,100 | |||||
PUERTO RICO | Foreign Tax Credits | ||||||
Effective tax rates reconciliation | ||||||
Annual effective rate relates to the required valuation allowance (as a percent) | 37.50% | |||||
PUERTO RICO | U.S. | ||||||
Effective tax rates reconciliation | ||||||
Annual income tax rate (as a percent) | 25.50% | |||||
Jurisdictions Other Than Puerto Rico | U.S. | ||||||
Effective tax rates reconciliation | ||||||
Discrete estimated annual effective income tax rate percent | 8.10% |
Long-Term Debt (Details)
Long-Term Debt (Details) $ in Thousands, $ in Millions | 3 Months Ended | 6 Months Ended | |||
Feb. 14, 2017 USD ($) | Mar. 31, 2021 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 COP ($) | Dec. 31, 2021 USD ($) | |
Long-term debt | |||||
Less: Current portion | $ 2,656 | $ 2,656 | |||
Long-term debt less current portion | 246,231 | 246,919 | |||
Maturities of long-term debt | |||||
Remainder of 2022 | 1,328 | ||||
2023 | 2,656 | ||||
2024 | 246,976 | ||||
Total | 250,960 | ||||
Senior Notes due February 2024 | |||||
Long-term debt | |||||
Long-term Debt | 248,887 | $ 249,575 | |||
Second Amended Term Loan Facility | |||||
Long-term debt | |||||
Face amount of debt | $ 213,300 | ||||
Second Amended Term Loan Facility | London Interbank Offered Rate (LIBOR) | |||||
Long-term debt | |||||
Interest rate margin (as a percent) | 3.50% | ||||
Second Amended Term Loan Facility | Base Rate [Member] | |||||
Long-term debt | |||||
Interest rate margin (as a percent) | 2.50% | ||||
Third Amended Term Loan Facility | |||||
Long-term debt | |||||
Financing costs | $ 600 | ||||
Aggregate principal amount | $ 50,000 | ||||
Amortization payments (in percentage) | 1% | ||||
Maximum period after each fiscal year for prepayment of debt | 90 days | ||||
Prepayment of debt as a percentage of excess cash flow | 50% | ||||
First prepayment of debt as a percentage of excess cash flow, if lower leverage ratio is maintained | 25% | ||||
Second prepayment of debt as a percentage of excess cash flow, if lower leverage ratio is maintained | 0% | ||||
Original issue discount | $ 1,700 | ||||
Additional OID incurred | 2,000 | ||||
Accumulated amortization of original issue discount | 3,800 | ||||
Deferred financing costs | 400 | ||||
Accumulated amortization | 2,900 | ||||
Third Amended Term Loan Facility | Maximum | |||||
Long-term debt | |||||
Net leverage ratio | 5 | ||||
Third Amended Term Loan Facility | London Interbank Offered Rate (LIBOR) | |||||
Long-term debt | |||||
Interest rate margin (as a percent) | 3.50% | ||||
Third Amended Term Loan Facility | Base Rate [Member] | |||||
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 | ||||
Undrawn letters of credit | $ 5 | ||||
Maximum percentage of aggregate amount of revolving loans and letter of credit exposure | 35% | ||||
Deferred financing costs incurred | 600 | ||||
Deferred financing costs | 300 | ||||
Accumulated amortization | 300 | ||||
Third Amended Term Loan facility, Revolving Facility | First Lien Net Leverage Ratio | |||||
Long-term debt | |||||
Debt caps amount | $ 60,000 | ||||
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) | 25% | ||||
Net leverage ratio | 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 | ||||
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 | ||||
Third Amended Term Loan facility, Revolving Facility | London Interbank Offered Rate (LIBOR) | |||||
Long-term debt | |||||
Interest rate margin (as a percent) | 2.75% | ||||
Third Amended Term Loan facility, Revolving Facility | London Interbank Offered Rate (LIBOR) | Minimum | |||||
Long-term debt | |||||
Interest rate floor (as a percent) | 0% | ||||
Third Amended Term Loan facility, Revolving Facility | Base Rate [Member] | |||||
Long-term debt | |||||
Interest rate margin (as a percent) | 1.75% | ||||
Annual commitment fee (as a percent) | 0.375% | ||||
Senior Secured Term Loan B Facility | |||||
Long-term debt | |||||
Original issue discount | 4% |
Derivative Instruments (Details
Derivative Instruments (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | May 04, 2017 | |
Derivative | ||||||
Unrealized gain (loss) due to change in fair value | $ 0.4 | $ 0.4 | $ 0.9 | |||
Loss or gain in fair value | $ 0 | 0 | 0 | 0 | ||
Interest Rate Swap | ||||||
Derivative | ||||||
Net interest income (expense) | $ (0.5) | $ (0.4) | $ (0.9) | |||
Derivative liability - Interest rate swap | $ 0.4 | |||||
London Interbank Offered Rate (LIBOR) | Non designated | Interest Rate Swap | ||||||
Derivative | ||||||
Notional amount | $ 100 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Cash flow hedges - Other long-term liabilities - Fair value, Recurring $ in Thousands | Dec. 31, 2021 USD ($) |
Fair Value Measurements | |
Derivative liability - Interest rate swap | $ 439 |
Level 2 | |
Fair Value Measurements | |
Derivative liability - Interest rate swap | $ 439 |
Stockholders' Equity - Capital
Stockholders' Equity - Capital Stock (Details) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Common Class B | ||
Capital Stock | ||
Common stock, shares issued | 19,720,381 | 19,720,381 |
Common stock, shares outstanding | 19,720,381 | |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common Class A | ||
Capital Stock | ||
Common stock, shares issued excluding treasury shares | 20,827,861 | |
Common stock, shares issued | 26,328,741 | 25,999,998 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
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, 2022 USD ($) item $ / shares shares | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) item $ / shares shares | Jun. 30, 2021 USD ($) | Dec. 31, 2021 $ / shares shares | Jan. 01, 2022 | May 25, 2021 shares | |
Stockholders' Equity | |||||||
Shares available for issuance | 2,900 | 2,900 | |||||
Stock-based compensation | |||||||
Stock-based compensation expense (in dollars) | $ | $ 800 | $ 1,500 | $ 2,200 | $ 2,800 | |||
Estimated forfeitures (as a percent) | 1.50% | ||||||
Historical forfeitures (as a percent) | 2.60% | ||||||
Restricted Stock | |||||||
Stock-based compensation | |||||||
Unrecognized compensation cost related to unvested restricted stock (in dollars) | $ | $ 3,700 | $ 3,700 | |||||
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) | 614 | ||||||
Granted (in shares) | 285 | ||||||
Vested (in shares) | (329) | ||||||
Forfeited (in shares) | (59) | ||||||
Outstanding at the end of the period (in shares) | 511 | 511 | 614 | ||||
Weighted-average grant date fair value | |||||||
Outstanding at the beginning of the period (in dollars per share) | $ / shares | $ 11.79 | ||||||
Granted (in dollars per share) | $ / shares | 6.09 | ||||||
Vested (in dollars per share) | $ / shares | 12.09 | ||||||
Forfeited (in dollars per share) | $ / shares | 12 | ||||||
Outstanding at the end of the period (in dollars per share) | $ / shares | $ 8.40 | $ 8.40 | $ 11.79 | ||||
Employee Stock Options | |||||||
Stock-based compensation | |||||||
Unrecognized compensation cost related to unvested stock options (in dollars) | $ | $ 2,200 | $ 2,200 | |||||
Weighted-average periods over which unrecognized compensation cost recognized | 1 year 10 months 24 days | ||||||
Number of shares | |||||||
Outstanding at the beginning of the period (in shares) | 4,445 | ||||||
Granted (in shares) | 105 | ||||||
Forfeited (in shares) | (182) | ||||||
Expired (in shares) | (8) | ||||||
Outstanding at the end of the period (in shares) | 4,360 | 4,360 | 4,445 | ||||
Vested at the end of the period (in shares) | 3,785 | 3,785 | |||||
Exercisable at the end of the period (in shares) | 3,785 | 3,785 | |||||
Weighted-average exercise price | |||||||
Outstanding at the beginning of the period (in dollars per share) | $ / shares | $ 11.69 | ||||||
Granted (in dollars per share) | $ / shares | 5.44 | ||||||
Forfeited (in dollars per share) | $ / shares | 11.55 | ||||||
Expired (in dollars per share) | $ / shares | 10.39 | ||||||
Outstanding at the end of the period (in dollars per share) | $ / shares | $ 11.55 | 11.55 | $ 11.69 | ||||
Vested at the end of the period (in dollars per share) | $ / shares | 11.69 | 11.69 | |||||
Exercisable at the end of the period (in dollars per share) | $ / shares | $ 11.69 | $ 11.69 | |||||
Weighted-average remaining contractual term | |||||||
Outstanding | 4 years 3 months 18 days | 4 years 9 months 18 days | |||||
Granted | 6 years | ||||||
Vested at the end of the period | 3 years 7 months 6 days | ||||||
Exercisable at the end of the period | 3 years 7 months 6 days | ||||||
Aggregate intrinsic value | |||||||
Outstanding at the end of the period (in dollars) | $ | $ 221 | $ 221 | |||||
Weighted-average grant date fair value of options granted (in dollars per share) | $ / shares | $ 2.26 | ||||||
Performance-based Stock Option | |||||||
Number of shares | |||||||
Unvested options | 300 | 300 | |||||
Performance-based Restricted Stock | |||||||
Aggregate intrinsic value | |||||||
Vesting period | 3 years | ||||||
Time Based Restricted Stock and Stock Option | |||||||
Stockholders' Equity | |||||||
Number of equal annual installments for vesting of awards | item | 3 | 3 | |||||
Time Based Restricted Stock and Stock Option | Black Scholes Pricing Model | |||||||
Valuation assumptions | |||||||
Risk-free interest rate (as a percent) | 1.93% | ||||||
Volatility (as a percent) | 40.40% | ||||||
Weighted-average expected term (years) | 6 years | 6 years | |||||
Time Based Restricted Stock and Stock Option | Minimum | Black Scholes Pricing Model | |||||||
Valuation assumptions | |||||||
Risk-free interest rate (as a percent) | 0.94% | ||||||
Volatility (as a percent) | 37.30% | ||||||
Time Based Restricted Stock and Stock Option | Maximum | Black Scholes Pricing Model | |||||||
Valuation assumptions | |||||||
Risk-free interest rate (as a percent) | 1.29% | ||||||
Volatility (as a percent) | 40.70% | ||||||
Time Based Restricted Stock | |||||||
Aggregate intrinsic value | |||||||
Vesting period | 3 years | ||||||
Common Class A | |||||||
Stockholders' Equity | |||||||
Shares authorized for issuance | 10,200 |
Stockholders' Equity - Non-cont
Stockholders' Equity - Non-controlling interest (Details) | Jul. 15, 2021 |
Snap Global. LLC | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Percentage of minority interest relinquished | 25% |
Leases (Details)
Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Classification of operating leases | |||||
Operating lease right-of-use assets | $ 1,027 | $ 1,027 | $ 1,281 | ||
Operating lease liability, current | 605 | 605 | 538 | ||
Operating lease liability, non-current | $ 587 | $ 587 | $ 890 | ||
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 | $ 203 | $ 168 | $ 397 | $ 337 | |
Short-term lease cost | 49 | 135 | 93 | 178 | |
Total lease cost | $ 252 | $ 303 | $ 490 | 515 | |
Lease Term and Discount Rate | |||||
Weighted-average remaining lease term | 2 years 8 months 12 days | 2 years 8 months 12 days | |||
Weighted average discount rate | 6% | 6% | |||
Cash paid for amounts included in the measurement of lease liabilities | |||||
Operating cash flows from operating leases | $ 352 | $ 304 | |||
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, 2022 USD ($) |
Future minimum lease commitments | |
Remainder of 2022 | $ 333 |
2023 | 517 |
2024 | 232 |
2025 | 146 |
2026 | 58 |
Total minimum payments | 1,286 |
Less: amount representing interest | (95) |
Lease liability | $ 1,191 |
Commitments (Details)
Commitments (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
Future minimum payments for other commitments | |
Remainder of 2022 | $ 24,224 |
2023 | 7,664 |
2024 | 4,653 |
2025 | 1,758 |
2026 and thereafter | 417 |
Total | $ 38,716 |
Subsequent Events - Additional
Subsequent Events - Additional information (Details) - USD ($) $ in Thousands | Jul. 01, 2022 | Jun. 30, 2022 | Dec. 31, 2021 |
Subsequent Event [Line Items] | |||
Cash | $ 28,894 | $ 49,477 | |
Subsequent Event | REMEZCLA | |||
Subsequent Event [Line Items] | |||
Ownership Percentage | 25.50% | ||
Cash | $ 3,000 |