Business Combination (Tables)

6 Months Ended

Jun. 30, 2013

Business Combination

Schedule of allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed

Cash	$	12,865,242
Accounts receivable, net	4,052,590
Programming rights	4,459,550
Prepaid expenses and other current assets	939,945
Property and equipment, net	21,415
Other assets	7,566,867
Intangible asset - affiliate agreements	23,700,000
Current liabilities~	(6,271,770		)
Long-term debt	(32,097,167		)
Fair value of identifiable net assets acquired	15,236,672
Goodwill	114,187,271
Total	$	129,423,943

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

	Number of Shares
Azteca public shares outstanding prior to the Transaction	10,000,000
Azteca founder shares (1)	2,500,000
Total Azteca shares outstanding prior to the Transaction	12,500,000
Less: shareholders of Azteca public shares redeemded	(1,258,900	)
Less: Azteca founder shares cancelled	(250,000	)
Shares issued to WAPA member (2)	20,432,462
Shares issued to Cinelatino stockholders (3)	12,567,538
Total shares outstanding at closing, April 4, 2013	43,991,100

(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

	Amount
Cash in trust at Azteca	$	100,520,532
Cash on hand at Cinelatino	12,865,242
Less: redemption of Azteca public shares	(12,651,945		)
Less: cash consideration paid to Azteca warrantholders	(7,333,334		)
Less: cash consideration paid to WAPA member and Cinelatino stockholders	(5,000,000		)(1)
Less: payment of Azteca fees and expenses	(5,963,030		)
Net cash received by the Company	$	82,437,465

(1) Includes $3.8 million paid by WAPA to Cinelatino.

Schedule of unaudited pro forma results of operations

	Pro Forma
	Three Months Ended June 30,					Six Months Ended June 30,
	2013		2012			2013		2012
Net Revenues	$	22,929,281	$	23,190,839		$	42,528,003	$	42,471,860
Operating Expenses:
Cost of revenues	7,671,847		8,843,978			14,580,733		16,813,923
Selling, general and administrative	7,844,388		7,686,653			15,856,756		15,329,602
Depreciation and amortization	1,848,472		1,769,156			3,707,205		3,518,246
Loss (gain) on disposition of assets	43,042		(1,500		)	67,577		(50,000		)
Total operating expenses	17,407,749		18,298,287			34,212,271		35,611,771
Operating income	$	5,521,532	$	4,892,552		$	8,315,732	$	6,860,089