Business Combination (Tables)

12 Months Ended

Dec. 31, 2013

Business Combination

Schedule of estimated fair values of the assets acquired and liabilities assumed

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed in the acquisition of Cinelatino (amounts in thousands):

Cash	$	12,865
Accounts receivable		4,053
Programming rights		4,460
Prepaid expenses and other assets		940
Property and equipment, net		21
Other assets		336
Intangible asset—affiliate agreements		37,900
Current liabilities		(6,272	)
Deferred tax liabilities		(12,594	)
Long-term debt		(32,097	)
Fair value of identifiable net assets acquired		9,612
Goodwill		119,812
Total	$	129,424

Schedule of number of shares of stock of the Company issued and outstanding

The number of shares of stock of the Company issued and outstanding immediately following the consummation of the Transaction is summarized as follows (amounts in thousands):

	Number of Shares
Azteca public shares outstanding prior to the Transaction		10,000
Azteca founder shares(1)		2,500
Total Azteca shares outstanding prior to the Transaction		12,500
Less: Shareholders of Azteca public shares redeemed		(1,259	)
Less: Azteca founder shares cancelled		(250	)
Shares issued to WAPA member(2)		20,432
Shares issued to Cinelatino stockholders(3)		12,568
Total shares outstanding at closing, April 4, 2013		43,991

(1)

Includes 985,294 shares of Hemisphere Class A common stock which are subject to forfeiture in the event the market price of Hemisphere Class A common stock does not meet certain levels.

(2)

Includes 1,857,496 shares of Hemisphere Class B common stock, which were issued in the Transaction by Hemisphere that are subject to forfeiture in the event the market price of Hemisphere Class A common stock does not meet certain levels.

(3)

Includes 1,142,504 shares of Hemisphere Class B common stock, which were issued in the Transaction by Hemisphere that are subject to forfeiture in the event the market price of Hemisphere Class A common stock does not meet certain levels.

Summary of cash flows related to the Transaction

The cash flows related to the Transaction are summarized as follows (amounts in thousands):

	Amount
Cash in trust at Azteca	$	100,520
Cash on hand at Cinelatino		12,865
Less: Redemption of Azteca public shares		(12,652	)
Less: Cash consideration paid to Azteca warrant holders		(7,333	)
Less: Cash consideration paid to WAPA member and Cinelatino stockholders		(5,000	)
Less: Payment of Azteca fees and expenses		(5,963	)
Total transaction proceeds at closing, April 4, 2013	$	82,437

Schedule of unaudited pro forma results of operations

The following table sets forth the unaudited pro forma results of operations assuming that the Transaction occurred on January 1, 2012 (amounts in thousands):

	Pro Forma
	2013		2012
Net revenues		92,109	$	95,006
Operating Expenses:
Cost of revenues		35,004		37,547
Selling, general and administrative		19,440		18,983
Depreciation and amortization		10,343		10,048
Loss (gain) on disposition of assets		199		(1	)
Total operating expenses		64,986		66,577
Operating income	$	27,123	$	28,429