Business Combination (Tables)

3 Months Ended

Mar. 31, 2021

Business Combination

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

The following table summarizes the purchase price consideration in connection with the Pantaya Acquisition as of March 31, 2021 (amounts in thousands):

Total cash consideration(a)	$	123,605
Class A common stock consideration(b)		2,188
Effective settlement of pre-existing receivables and payables, net(c)		1,709
Total consideration		127,502
Fair value of existing 25% equity interest		30,092
Total	$	157,594

(a)Amount classified as payable for the acquisition of Pantaya on the accompanying Condensed Consolidated Balance Sheet at March 31, 2021, with payment having occurred on April 1, 2021.

(b)Calculated as 238,436 shares issued to certain employees, who held Pantaya stock-based compensation awards, multiplied by $11.65, which was the closing price of a share of the Company’s common stock on March 31, 2021, reduced by post-combination expense of approximately $0.6 million associated with the excess fair value over replacement awards.

(c)Effective settlement of pre-existing accounts receivable of $2.5 million for content licensed to Pantaya and programming rights payable of $0.8 million for content licensed from Pantaya prior to the Acquisition Date.

Schedule of purchase price consideration

	March 31, 2021
Cash	$	984
Accounts receivable		5,203
Fixed assets		602
Finite-lived intangible assets – programming rights		30,817
Other assets		6,794
Accounts payable		(2,807)
Accrued expenses		(13,032)
Film obligations		(15,452)
Goodwill		144,485
Fair value of net assets acquired	$	157,594

Schedule of unaudited pro forma results of operations

	Three months ended March 31,
	2021		2020
Net revenue	$	48,907	$	43,114
Operating income (loss)		3,530		(7,964)