Business Combination (Tables)

9 Months Ended

Sep. 30, 2021

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	$	123,605
Class A common stock consideration^(a)		2,188
Effective settlement of pre-existing receivables and payables, net^(b)		1,499
Total consideration		127,292
Fair value of existing 25% equity interest		30,092
Total	$	157,384

(a)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 Class A 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.

(b)Effective settlement of pre-existing accounts receivable of $2.3 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

The following table summarizes the preliminary fair values of the assets acquired, liabilities assumed and resulting goodwill in the Pantaya Acquisition as of March 31, 2021 (amounts in thousands):


	March 31, 2021
Cash	$	985
Accounts receivable		5,357
Finite-lived intangible assets		110,671
Other assets		7,243
Accounts payable		(2,807)
Accrued expenses		(12,934)
Programming rights payable		(15,224)
Deferred income tax		(7,074)
Goodwill		71,167
Fair value of net assets acquired	$	157,384

Schedule of unaudited pro forma results of operations


	Three months ended September 30,
	2021		2020
Net revenue	$	50,791	$	48,781
Operating (loss) income		(7,362)		6,272


	Nine months ended September 30,
	2021		2020
Net revenue	$	150,158	$	137,063
Operating income (loss)		1,455		(8,823)