Business Combination (Tables)

9 Months Ended

Sep. 30, 2013

Business Combination

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

Cash	$	12,865,242
Accounts receivable	4,052,590
Programming rights	4,459,550
Prepaid expenses and other current assets	939,945
Property and equipment, net	21,415
Other assets	2,054,956
Intangible asset - affiliate agreements	37,900,000
Current liabilities	(6,271,770		)
Long-term debt	(32,097,167		)
Fair value of identifiable net assets acquired	23,924,761
Goodwill	105,499,182
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 redeemed	(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

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

	Pro Forma
	Three Months Ended September 30,				Nine Months Ended September 30,
	2013		2012		2013		2012
Net Revenues	$	23,704,566	$	23,550,498	$	66,232,569	$	66,022,358
Operating Expenses:
Cost of revenues	10,106,353		10,446,262		24,687,086		27,260,184
Selling, general and administrative	6,448,503		6,404,096		22,305,259		21,733,698
Depreciation and amortization	2,585,615		3,233,155		7,025,558		6,751,401
Loss (gain) on disposition of assets	—		—		67,577		(50,000		)
Total operating expenses	19,140,471		20,083,513		54,085,480		55,695,283
Operating income	$	4,564,095	$	3,466,985	$	12,147,089	$	10,327,075