Note 4. Snap Media Acquisition

On November 26, 2018, the Company completed the acquisition of a seventy five percent (75%) interest in Snap Global, LLC (“Snap Media”), pursuant to the terms of a Transaction Agreement (the “Snap Media Acquisition”). Snap Media is a leading independent distributor of content in Latin America to broadcast, pay TV and OTT platforms. The opportunity is to leverage Snap to drive licensing of our content and to identify co-production opportunities in Latin America. The Snap Media Acquisition was accounted for as a business combination using the acquisition method of accounting.

Total consideration in connection with the Snap Media Acquisition is $4.8 million (net of $0.7 million of cash acquired), which includes 101,818 shares of the Company’s Class A common stock issued and $1.5 million paid at closing. Additional consideration to be paid includes 54,825 shares of the Company’s Class A common stock to be issued and $0.8 million to be paid in 2019 and $0.5 million to be paid in each of 2020 and 2021. The fair value of shares of the Company’s Class A common stock included in consideration is based on the closing price of the Company’s Class A common shares on November 26, 2018. Future consideration is classified as Other accrued expenses, Other long-term liabilities and Additional paid in capital in the Company’s consolidated balance sheet.

Fees and expenses related to the Snap Media Acquisition totaled $0.6 million consisting primarily of professional fees, all of which are classified as selling, general and administrative expenses in the accompanying condensed consolidated statements of operations.

The preliminary allocation of consideration to the net tangible and intangible assets acquired is presented in the table below (amounts in thousands):


	2018
Accounts receivable	$	1,419
Other current assets		30
Intangible asset–content library		616
Accounts payable		(259)
Accrued expenses		(589)
Deferred revenue		(140)
Fair value of net assets acquired		1,077
Goodwill		5,107
Non-controlling interest		(1,379)
Total purchase price consideration	$	4,805

Programming rights intangible assets have an amortization period of approximately 7.0 years.

The purchase price allocation reflects preliminary fair value estimates based on preliminary work and analyses performed by management and is subject to change as additional information to assist in determining the fair value of the net assets acquired at the closing date is obtained during the post-closing measurement period.

Goodwill attributable to the Snap Media Acquisition is expected to be deductible for tax purposes. Goodwill represents the excess of the purchase price consideration over the fair value of the underlying net assets acquired and largely results from expected future synergies from combining operations as well as an assembled workforce, which does not qualify for separate recognition.

The non-controlling interest fair value reflects the fair value of purchase price consideration for a controlling interest, less discounts for lack of control and marketability.

The Snap Media Acquisition is not material to our consolidated financial statements, and therefore, supplemental pro forma financial information related to the acquisition is not included herein.