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 an independent distributor of content in Latin America to broadcast, pay-TV and OTT platforms. The opportunity is to leverage Snap Media 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 was $4.8 million (net of $0.7 million of cash acquired), consisting of cash and shares of the Company’s Class A common stock. At closing, we paid $1.5 million in cash and issued 101,818 shares of the Company’s Class A common stock. During the year ended December 31, 2019, 54,825 shares of the Company’s Class A common stock were issued and $0.8 million was paid in cash. Future consideration includes $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 stock on November 26, 2018. Future consideration is classified as Other accrued expense and Other long-term liabilities, respectively, in the accompanying consolidated balance sheets.

The final allocation of consideration of assets acquired and liabilities assumed as of November 26, 2018 is presented in the table below (amounts in thousands):


Accounts receivable	$	1,481
Other current assets		30
Intangible asset		3,362
Accounts payable		(259)
Accrued expenses		(725)
Deferred revenue		(140)
Fair value of net assets acquired		3,749
Goodwill		2,435
Non-controlling interest		(1,379)
Total purchase price consideration	$	4,805

During the year ended December 31, 2019, the Company made certain measurement period adjustments to the initial allocation of consideration resulting in reclassifications between certain assets and liabilities, including a decrease to goodwill of $2.7 million.

Intangible assets of $3.4 million is comprised of customer relationships of $1.7 million, non-compete value of $1.1 million and programming rights of $0.6 million. The customer relationships will be amortized over an amortization period of 7 years, non-compete value over an amortization period of 3 years and programming rights over an amortization period of approximately 7 years.

For more information on the amortization of intangible assets, see Note 6, “Goodwill and Intangible Assets” of Notes to Consolidated Financial Statements.

Goodwill attributable to the Snap Media Acquisition of $2.4 million 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.