HEMISPHERE MEDIA GROUP, INC. (Form: 10-Q, Received: 05/10/2021 16:37:38)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2021

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-35886

HEMISPHERE MEDIA GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware	80-0885255
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

Hemisphere Media Group, Inc. 4000 Ponce de Leon Boulevard Suite 650 Coral Gables, FL	33146
(Address of principal executive offices)	(Zip Code)

(305) 421-6364

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Class A common stock, par value $0.0001 per share		HMTV		The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ⌧ No ◻

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ⌧ No ◻

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

☐

Class of Stock		Shares Outstanding as of May 5, 2021
Class A common stock, par value $0.0001 per share		20,407,673 shares
Class B common stock, par value $0.0001 per share		19,720,381 shares

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HEMISPHERE MEDIA GROUP, INC. AND SUBSIDIARIES

INDEX TO FORM 10-Q

March 31, 2021

(Unaudited)


	PAGE NUMBER
PART I - FINANCIAL INFORMATION	7

Item 1. Financial Statements	7

Notes to Condensed Consolidated Financial Statements	13

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	29

Item 3. Quantitative and Qualitative Disclosures About Market Risk	36

Item 4. Controls and Procedures	36

PART II - OTHER INFORMATION	37

Item 1. Legal Proceedings	37

Item 1A. Risk Factors	37

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	38

Item 3. Defaults Upon Senior Securities	39

Item 4. Mine Safety Disclosures	39

Item 5. Other Information	39

Item 6. Exhibits	40

SIGNATURES	41

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PART I

Unless otherwise indicated or the context requires otherwise, in this disclosure, references to the “Company,” “Hemisphere,” “registrant,” “we,” “us” or “our” refers to Hemisphere Media Group, Inc., a Delaware corporation and, where applicable, its consolidated subsidiaries; “ASG Latin” refers to ASG Latin, LLC, a Delaware limited liability company, a joint venture among Pantelion 2.0, LLC, a subsidiary of Pantaya, and ASG Music Group, LLC; “Business” refers collectively to our consolidated operations; “Cable Networks” refers to our Networks (as defined below) with the exception of WAPA and WAPA Deportes; “Canal 1” refers to a joint venture among us and Radio Television Interamericana S.A., Compania de Medios de Informacion S.A.S. and NTC Nacional de Television y Comunicaciones S.A. to operate a broadcast television network in Colombia; “Centroamerica TV” refers to HMTV Centroamerica TV, LLC, a Delaware limited liability company; “Cinelatino” refers to Cine Latino, Inc., a Delaware corporation; “Distributors” refers collectively to satellite systems, telephone companies (“telcos”), and cable multiple system operators (“MSO”s), and the MSO’s affiliated regional or individual cable systems; “Holdings” refers to “Hemisphere Media Holdings, LLC, a Delaware limited liability company and indirect, wholly owned subsidiary of Hemisphere; “HMTV Cable” refers to HMTV Cable, Inc., a Delaware corporation, the parent company of the entities for the acquired networks consisting of Pasiones, TV Dominicana, and Centroamerica TV; “HMTV Distribution” refers to HMTV Distribution, LLC, a Delaware limited liability company, the parent company of Snap Media; “HMTV DTC” refers to HMTV DTC, LLC, a Delaware limited liability company, the parent company of Pantaya; “MarVista” refers to Mar Vista Entertainment, LLC, a Delaware limited liability company; “MVS” refers to Grupo MVS, S.A. de C.V., a Mexican Sociedad Anonima de Capital Variable (variable capital corporation) and its affiliates, as applicable; “Networks” refers collectively to WAPA, WAPA Deportes, WAPA America, Cinelatino, Pasiones, Centroamerica TV and Television Dominicana; “Nielsen” refers to Nielsen Media Research; “Pantaya” refers to Pantaya, LLC, a Delaware limited liability company and its consolidated subsidiaries; “Pasiones” refers collectively to HMTV Pasiones US, LLC, a Delaware limited liability company, and HMTV Pasiones LatAm, LLC, a Delaware limited liability company; “REMEZCLA” refers to Remezcla, LLC, a New York limited liability company; “Second Amended Term Loan Facility” refers to our Term Loan Facility amended on February 14, 2017 as set forth on Exhibit 10.6 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017; “Snap Media” refers to Snap Global, LLC, a Delaware limited liability company and its consolidated subsidiaries; “Television Dominicana” refers to HMTV TV Dominicana, LLC, a Delaware limited liability company; “Term Loan Facility” refers to our term loan facility amended on July 31, 2014 as set forth on Exhibit 10.5 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017; “Third Amended Term Loan Facility” refers to our Term Loan Facility amended on March 31, 2021 as set forth on Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021; “WAPA” refers to Televicentro of Puerto Rico, LLC, a Delaware limited liability company; “WAPA America” refers to WAPA America, Inc., a Delaware corporation; “WAPA Deportes” refers to a sports television network in Puerto Rico operated by WAPA; “WAPA Holdings” refers to WAPA Holdings, LLC (formerly known as InterMedia Español Holdings, LLC), a Delaware limited liability company, the parent company of WAPA and WAPA America; and “WAPA..TV” refers to a news and entertainment website in Puerto Rico operated by WAPA; “United States” or “U.S.” refers to the United States of America, including its territories, commonwealths and possessions.

FORWARD-LOOKING STATEMENTS

CAUTIONARY STATEMENT FOR PURPOSES OF THE “SAFE HARBOR” PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995.

Statements in this Quarterly Report on Form 10-Q (this “Quarterly Report”), including the exhibits attached hereto, future filings by us with the Securities and Exchange Commission, our press releases and oral statements made by, or with the approval of, our authorized personnel, that relate to our future performance or future events, may contain certain statements about Hemisphere Media Group, Inc. (the “Company”) and its consolidated subsidiaries that do not directly or exclusively relate to historical facts. These statements are, or may be deemed to be, “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995.

These forward-looking statements are necessarily estimates reflecting the best judgment and current expectations, plans, assumptions and beliefs about future events (in each case subject to change) of our senior management and management of our subsidiaries (including target businesses) and involve a number of risks, uncertainties and other factors, some of which may be beyond our control that could cause actual results to differ materially from those expressed or implied in such forward-looking statements. Without limitation, any statements preceded or followed by or that include the words “targets,” “plans,” “believes,” “expects,” “intends,” “will,” “likely,” “may,” “anticipates,” “estimates,” “projects,” “should,” “would,” “could,” “might,” “expect,” “positioned,”

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“strategy,” “future,” “potential,” “forecast,” or words, phrases or terms of similar substance or the negative thereof, are forward-looking statements. These include, but are not limited to, the Company's future financial and operating results (including growth and earnings), plans, objectives, expectations and intentions and other statements that are not historical facts.

We claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 for all forward-looking statements.

Forward-looking statements are not guarantees of performance. If one or more of these factors materialize, or if any underlying assumptions prove incorrect, our actual results, performance, or achievements may vary materially from any future results, performance or achievements expressed or implied by these forward-looking statements. Additionally, many of these risks are currently amplified by and may, in the future, continue to be amplified by the prolonged impact of the COVID-19 pandemic. In addition to the risk factors described in “Item 1A-Risk Factors” in this Quarterly Report on Form 10-Q, those factors include:

●

the deterioration of general economic conditions, political instability, social unrest, and public health crises, such as the occurrence of a global pandemic like COVID-19, including measures taken by governmental authorities to address the pandemic, which may precipitate or exacerbate other risks and/or uncertainties, recent increases in, and any additional waves of, COVID-19 cases, new variants of the virus, and the availability and efficacy of a vaccine and treatments for the disease, either nationally or in the local markets in which we operate, including, without limitation, in the Commonwealth of Puerto Rico;

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Puerto Rico’s uncertain political climate, as well as delays in the disbursement of earmarked federal funds on the local economy and advertising market;

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the effects of extreme weather and climate events on our Business as well as our counterparties, customers, employees, third-party vendors and suppliers;

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changes in technology, including changes in the distribution and viewing of television programming, including expanded deployment of personal video recorders, subscription and advertising video on-demand, internet protocol television, mobile personal devices and personal tablets and their impact on subscription and television advertising revenue;

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the reaction by advertisers, programming providers, strategic partners, the Federal Communications Commission (the “FCC”) or other government regulators to businesses that we acquire;

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the potential for viewership of our Networks’ programming to decline or unexpected reductions in the number of subscribers to our Networks;

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the risk that we may fail to secure sufficient or additional advertising and/or subscription revenue;

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the inability of advertisers or affiliates to remit payment to us in a timely manner or at all;

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the risk that we may become responsible for certain liabilities of the businesses that we acquire, including our recent acquisition of Pantaya, or joint ventures we enter into;

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future financial performance, including our ability to obtain additional financing in the future on favorable terms;

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the failure of our Business to produce projected revenues or cash flows;

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reduced access to capital markets or significant increases in borrowing costs;

●

our ability to successfully manage relationships with customers and Distributors and other important third parties;

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continued consolidation of Distributors in the marketplace;

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a failure to secure affiliate agreements or the renewal of such agreements on less favorable terms;

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disagreements with our Distributors over contract interpretation;

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our success in acquiring, investing in and integrating businesses;

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the outcome of any pending or threatened litigation;

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the loss of key personnel and/or talent or expenditure of a greater amount of resources attracting, retaining and motivating key personnel than in the past;

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strikes or other union job actions that affect our operations, including, without limitation, failure to renew our collective bargaining agreements on mutually favorable terms;

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the failure or destruction of satellites or transmitter facilities that we depend upon to distribute our Networks;

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uncertainties inherent in the development of new business lines and business strategies;

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changes in pricing and availability of products and services;

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uncertainties regarding the financial results of equity method investees and changes in the nature of key strategic relationships with partners and Distributors;

●

changes in domestic and foreign laws or regulations under which we operate;

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changes in laws or treaties relating to taxation, or the interpretation thereof, in the U.S. or in the countries in which we operate;

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the ability of suppliers and vendors to deliver products and services;

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our ability to timely and fully recover proceeds under our insurance policies;

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fluctuations in foreign currency exchange rates and political unrest and regulatory changes in the international markets in which we operate;

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changes in the size of the U.S. Hispanic population, including the impact of federal and state immigration legislation and policies on both the U.S. Hispanic population and persons emigrating from Latin America;

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changes in, or failure or inability to comply with, government regulations including, without limitation, regulations of the FCC, and adverse outcomes from regulatory proceedings; and

●

competitor responses to our products and services.

The list of factors above is illustrative, but by no means exhaustive. All forward-looking statements should be evaluated with the understanding of their inherent uncertainty. All subsequent written and oral forward-looking statements concerning the matters addressed in this Quarterly Report and attributable to us or any person acting on our behalf are qualified by these cautionary statements.

The forward-looking statements are based on current expectations about future events and are not guarantees of future performance, and are subject to certain risks, uncertainties and assumptions. Although we believe that the expectations reflected in the forward-looking statements are reasonable, these expectations may not be achieved. We may change our intentions, beliefs or expectations at any time and without notice, based upon any change in our assumptions or otherwise. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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PART I - FINANCIAL INFORMATION

ITEM I. FINANCIAL STATEMENTS

HEMISPHERE MEDIA GROUP, INC.

Condensed Consolidated Balance Sheets

(amounts in thousands, except share and par value amounts)


	March 31,		December 31,
	2021		2020
		(Unaudited)
Assets
Current Assets
Cash	$	194,388	$	134,471
Accounts receivable, net of allowance for doubtful accounts of $928 and $919, respectively		32,909		35,955
Due from related parties		471		943
Programming rights		9,115		8,301
Prepaids and other current assets		9,655		9,298
Total current assets		246,538		188,968
Programming rights, net of current portion		12,414		13,430
Property and equipment, net		33,709		31,798
Operating lease right-of-use assets		1,683		1,820
Broadcast license		41,356		41,356
Goodwill		310,082		165,597
Other intangibles, net		54,017		24,761
Equity method investments		33,159		29,782
Other assets		10,049		4,333
Total Assets	$	743,007	$	501,845
Liabilities and Stockholders’ Equity
Current Liabilities
Accounts payable		5,824		2,350
Due to related parties		215		648
Accrued agency commissions		4,950		6,529
Accrued compensation and benefits		3,869		5,934
Accrued marketing		7,486		7,066
Other accrued expenses		28,193		8,137
Income taxes payable		2,864		2,233
Programming rights payable		20,516		7,626
Current portion of long-term debt		2,656		2,134
Payable for acquisition of Pantaya		123,605		—
Total current liabilities		200,178		42,657
Programming rights payable, net of current portion		2,414		776
Long-term debt, net of current portion		247,946		200,856
Deferred income taxes		19,410		19,306
Other long-term liabilities		3,339		3,932
Defined benefit pension obligation		2,877		2,832
Total Liabilities		476,164		270,359
Stockholders’ Equity
Preferred stock, $0.0001 par value; 50,000,000 shares authorized; 0 shares issued at March 31, 2021 and December 31, 2020		—		—
Class A common stock, $.0001 par value; 100,000,000 shares authorized; 25,712,338 and 25,457,709 shares issued at March 31, 2021 and December 31, 2020, respectively		3		3
Class B common stock, $.0001 par value; 33,000,000 shares authorized; 19,720,381 shares issued at March 31, 2021 and December 31, 2020		2		2
Additional paid-in capital		283,883		279,800
Class A treasury stock, at cost 5,934,443 and 5,710,416 at March 31, 2021 and December 31, 2020, respectively		(63,904)		(61,453)
Retained earnings		48,198		14,840
Accumulated other comprehensive loss		(1,843)		(2,187)
Total Hemisphere Media Group Stockholders’ Equity		266,339		231,005
Equity attributable to non-controlling interest		504		481
Total Stockholders' Equity		266,843		231,486
Total Liabilities and Stockholders' Equity	$	743,007	$	501,845

See accompanying Notes to Condensed Consolidated Financial Statements.

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HEMISPHERE MEDIA GROUP, INC.

Condensed Consolidated Statements of Operations

(Unaudited)

(amounts in thousands, except per share amounts)


	Three Months Ended March 31,
	2021		2020
Net revenues	$	37,577	$	32,409
Operating Expenses:
Cost of revenues		11,779		10,967
Selling, general and administrative		11,391		11,233
Depreciation and amortization		2,665		3,131
Other expenses		6,728		3,021
Gain from FCC repack and other		(52)		(9)
Total operating expenses		32,511		28,343
Operating income		5,066		4,066
Other income (expense):
Interest expense and other, net		(2,358)		(2,786)
Gain (loss) on equity method investment activity		32,609		(7,019)
Impairment of equity method investment		—		(5,479)
Other expense, net		(668)		—
Total other income (expense)		29,583		(15,284)
Income (loss) before income taxes		34,649		(11,218)
Income tax (expense) benefit		(1,268)		1,675
Net income (loss)		33,381		(9,543)
Net (income) loss attributable to non-controlling interest		(23)		115
Net income (loss) attributable to Hemisphere Media Group, Inc.	$	33,358	$	(9,428)
Income (loss) per share attributable to Hemisphere Media Group, Inc.:
Basic	$	0.85	$	(0.24)
Diluted	$	0.84	$	(0.24)
Weighted average shares outstanding:
Basic		39,380		39,313
Diluted		39,756		39,313

See accompanying Notes to Condensed Consolidated Financial Statements.

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HEMISPHERE MEDIA GROUP, INC.

Condensed Consolidated Statement of Comprehensive Income (Loss)

(Unaudited)

(amounts in thousands)


	Three Months Ended March 31,
	2021		2020
Net income (loss)	$	33,381	$	(9,543)
Other comprehensive income (loss):
Change in fair value of interest rate swap, net of income taxes		344		(1,887)
Comprehensive income (loss)		33,725		(11,430)
Comprehensive (income) loss attributable to non-controlling interest		(23)		115
Comprehensive income (loss) attributable to Hemisphere Media Group	$	33,702	$	(11,315)

See accompanying Notes to Condensed Consolidated Financial Statements.

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HEMISPHERE MEDIA GROUP, INC.

Condensed Consolidated Statements of Changes in Stockholders’ Equity

Three Months Ended March 31, 2021

(Unaudited)

(amounts in thousands)


	Class A			Class B			Additional		Class A				Accumulated		Non-
	Common Stock			Common Stock			Paid In		Treasury		Retained		Comprehensive		controlling
	Shares	Par Value		Shares	Par Value		Capital		Stock		Earnings		Loss		Interest		Total
Balance at December 31, 2020	25,458	$	3	19,720	$	2	$	279,800	$	(61,453)	$	14,840	$	(2,187)	$	481	$	231,486
Net income	—		—	—		—		—		—		33,358		—		23		33,381
Vesting of restricted stock.	3		—	—		—		—		(10)		—		—		—		(10)
Repurchases of Class A Common Stock	—		—	—		—		—		(1,321)		—		—		—		(1,321)
Stock-based compensation	—		—	—		—		1,305		—		—		—		—		1,305
Issuance of Class A Common Stock	238		—	—		—		2,778		(1,077)		—		—		—		1,701
Exercise of stock options	13		—	—		—		(0)		(43)		—		—		—		(43)
Other comprehensive loss, net of tax	—		—	—		—		—		—		—		344				344
Balance at March 31, 2021	25,712	$	3	19,720	$	2	$	283,883	$	(63,904)	$	48,198	$	(1,843)	$	504	$	266,843

See accompanying Notes to Condensed Consolidated Financial Statements.

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HEMISPHERE MEDIA GROUP, INC.

Condensed Consolidated Statements of Changes in Stockholders’ Equity

Three Months Ended March 31, 2020

(Unaudited)

(amounts in thousands)


	Class A			Class B			Additional		Class A				Accumulated		Non-
	Common Stock			Common Stock			Paid In		Treasury		Retained		Comprehensive		controlling
	Shares	Par Value		Shares	Par Value		Capital		Stock		Earnings		Loss		Interest		Total
Balance at December 31, 2019	25,202	$	3	19,720	$	2	$	274,518	$	(60,521)	$	16,075	$	(792)	$	1,384	$	230,669
Net loss	—		—	—		—		—		—		(9,428)		—		(115)		(9,543)
Stock-based compensation	—		—	—		—		1,280		—		—		—		—		1,280
Other comprehensive loss, net of tax	—		—	—		—		—		—		—		(1,887)				(1,887)
Balance at March 31, 2020	25,202	$	3	19,720	$	2	$	275,798	$	(60,521)	$	6,647	$	(2,679)	$	1,269	$	220,519

See accompanying Notes to Condensed Consolidated Financial Statements.

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HEMISPHERE MEDIA GROUP, INC.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(amounts in thousands)


	Three Months Ended March 31,
	2021		2020
Reconciliation of Net Income (Loss) to Net Cash Provided by Operating Activities:
Net income (loss)	$	33,381	$	(9,543)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		2,665		3,131
Program amortization		3,688		3,311
Amortization of deferred financing costs and original issue discount		148		147
Stock-based compensation		1,305		1,280
Provision for bad debts		24		600
Gain from FCC repack and other		(52)		(9)
(Gain) loss on equity method investment activity		(32,609)		7,019
Amortization of operating lease right-of-use assets		120		115
Other non-cash acquisition charges		1,258		—
Impairment of equity method investment		—		5,479
Changes in assets and liabilities, net of effects from acquisition:
Decrease (increase) in:
Accounts receivable		5,679		(543)
Due from related parties, net		39		580
Programming rights		1,313		(3,657)
Prepaids and other assets		(4,091)		(1,593)
(Decrease) increase in:
Accounts payable		667		612
Other accrued expenses		3,799		1,060
Programming rights payable		(87)		2,267
Income taxes payable		631		—
Other liabilities		(100)		(75)
Net cash provided by operating activities		17,778		10,181
Cash Flows From Investing Activities:
Funding of equity method investments		(861)		(6,449)
Capital expenditures		(2,413)		(349)
Net cash of acquired business		984		—
FCC repack proceeds		52		9
Net cash used in investing activities		(2,238)		(6,789)
Cash Flows From Financing Activities:
Repayments of long-term debt		(534)		(534)
Purchases of common stock		(2,451)		—
Proceeds from incremental term loan		48,000		—
Payment of financing fees		(638)		—
Net cash provided by (used) in financing activities		44,377		(534)
Net increase in cash		59,917		2,858
Cash:
Beginning		134,471		92,151
Ending	$	194,388	$	95,009
Supplemental Disclosures of Cash Flow Information:
Cash payments for:
Interest	$	2,301	$	2,767
Income taxes	$	—	$	2
Non-cash investing activity (acquisition related):
Payable for acquisition of Pantaya	$	123,605	$	—
Issuance of Class A Common Stock	$	2,188	$	—
Effective settlement of pre-existing receivables and payables, net	$	1,709	$	—

See accompanying Notes to Condensed Consolidated Financial Statements.

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Notes to Condensed Consolidated Financial Statements

Note 1. Nature of Business

Nature of business: The accompanying Condensed Consolidated Financial Statements include the accounts of Hemisphere Media Group, Inc. (“Hemisphere” or the “Company”), the parent holding company of Cine Latino, Inc. (“Cinelatino”), WAPA Holdings, LLC (formerly known as InterMedia Español Holdings, LLC) (“WAPA Holdings”), HMTV Cable, Inc. (“HMTV Cable”), the parent company of the entities for the acquired networks consisting of Pasiones, TV Dominicana, and Centroamerica TV, HMTV Distribution, LLC (“HMTV Distribution”), the parent of Snap Global, LLC, and its wholly owned subsidiaries (“Snap Media”), which we acquired a 75% interest on November 26, 2018, and HMTV DTC, LLC (“HMTV DTC”), the parent company of Pantaya, LLC, and its subsidiaries (“Pantaya”), including a joint venture, ASG Latin, LLC, which we acquired on March 31, 2021 (see below). Hemisphere was formed on January 16, 2013 for purposes of effecting its initial public offering, which was consummated on April 4, 2013. In these notes, the terms “Company,” “we,” “us” or “our” mean Hemisphere and all subsidiaries included in our Condensed Consolidated Financial Statements.

On March 31, 2021, the Company acquired the remaining seventy five percent (75%) equity interest in Pantaya (the “Pantaya Acquisition”), for a cash purchase price of $123.6 million. Prior to the transaction, Hemisphere owned 25% of Pantaya, and as a result of the acquisition, Pantaya is now a wholly owned consolidated subsidiary. For more information, see Note 3, “Business Combination” of Notes to Condensed Consolidated Financial Statements.

Basis of presentation: The accompanying Condensed Consolidated Financial Statements for Hemisphere and its subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to those rules and regulations, although we believe that the disclosures made are adequate to make the information not misleading. In our opinion, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair statement have been included. Our financial condition as of, and operating results, for the three months ended March 31, 2021 are not necessarily indicative of the financial condition or results that may be expected for any future interim period or for the year ending December 31, 2021. These Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and Notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2020.

Net income (loss) per common share: Basic income (loss) per share is computed by dividing loss attributable to Hemisphere Media Group, Inc. common stockholders by the number of weighted-average outstanding shares of common stock. Diluted income (loss) per share reflects the effect of the assumed exercise of stock options and vesting of restricted shares only in the periods in which such effect would have been dilutive.

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The following table sets forth the computation of the common shares outstanding used in determining basic and diluted income (loss) per share attributable to Hemisphere Media Group, Inc. (amounts in thousands, except per share amounts):


	Three Months Ended March 31,
	2021		2020
Numerator for income (loss) per common share calculation:
Net income (loss) attributable to Hemisphere Media Group, Inc.	$	33,358	$	(9,428)

Denominator for income (loss) per common share calculation:
Weighted-average common shares, basic		39,380		39,313
Effect of dilutive securities
Stock options and restricted stock		376		—
Weighted-average common shares, diluted		39,756		39,313

Income (loss) per share attributable to Hemisphere Media Group, Inc.
Basic	$	0.85	$	(0.24)
Diluted	$	0.84	$	(0.24)

We apply the treasury stock method to measure the dilutive effect of our outstanding stock options and restricted stock awards and include the respective common share equivalents in the denominator of our diluted loss per common share calculation. Per the Accounting Standards Codification (“ASC”) 260, under the treasury stock method, the incremental shares (difference between the number of shares assumed issued and the number of shares assumed purchased) shall be included in the denominator of the diluted income (loss) per share computation (ASC 260-10-45-23). The assumed exercise only occurs when the options are “In the Money” (exercise price is lower than the average market price for the period). If the options are “Out of the Money” (exercise price is higher than the average market price for the period), the exercise is not assumed since the result would be anti-dilutive. Potentially dilutive securities representing 2.5 million and 1.6 million shares of common stock for the three months ended March 31, 2021 and 2020, respectively, were excluded from the computation of diluted income (loss) per common share for this period because their effect would have been anti-dilutive. The net income (loss) per share attributable to Hemisphere Media Group, Inc. amounts are the same for our Class A and Class B common stock because the holders of each class are legally entitled to equal per share distributions whether through dividends or in liquidation.

As a result of the loss from operations for the three months ended March 31, 2020, 0.5 million outstanding awards were not included in the computation of diluted loss per share because their effect was anti-dilutive.

Risks and Uncertainties: In March 2020, the World Health Organization characterized the coronavirus (“COVID-19”) as a pandemic, and the President of the United States declared the COVID-19 outbreak a national emergency. The rapid spread of COVID-19 and the continuously evolving responses to combat it have had a negative impact on the global economy. Even during these unprecedented times, we have continued the production of news and entertainment programming, as our viewers rely on our Networks to keep them informed.

The impact of COVID-19 and measures to prevent its spread have continued to affect our businesses in a number of ways. Beginning in March 2020, the Company has experienced adverse advertising revenue impacts. Operationally, most non-production and programming personnel are working remotely, and the Company has restricted business travel. The Company has managed the remote workforce transition effectively and there have been no material adverse impacts on operations through March 31, 2021. While the Company’s advertising revenue improved in second half of 2020 and continued into the first quarter of 2021, the Company is unable to predict the impact that a significant change in circumstances including the ability of our workforce and/or key personnel to work effectively because of illness, government actions or other restrictions in connection with the COVID-19 pandemic may have on our businesses in the future. The extent of the impact of the COVID-19 pandemic on our future operations will depend on numerous factors, all of which are highly uncertain and cannot be predicted. These factors include the length and severity of the outbreak, the responses of private sector businesses and governments including the timing and amount of government stimulus, the impact on economic activity and the impact on our customers, employees and suppliers. For more information on the risks associated with the COVID-19 pandemic, see “Item 1A-Risk Factors” included elsewhere in this Quarterly Report.

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The Company has evaluated and continues to evaluate the potential impact of the COVID-19 pandemic on its Condensed Consolidated Financial Statements, including the impairment of goodwill and indefinite-lived intangible assets and the fair value of equity method investments. The ultimate impact of the COVID-19 pandemic, including the extent of any adverse impact on our business, results of operations and financial condition, remains uncertain.

Use of estimates: In preparing these financial statements, management had to make estimates and assumptions that affected the reported amounts of assets and liabilities and the disclosures of contingent assets and liabilities as of the balance sheet dates, and the reported revenues and expenses for the three months ended March 31, 2021 and 2020. Such estimates are based on historical experience and other assumptions that are considered appropriate in the circumstances. However, actual results could differ from those estimates.

Recently adopted Accounting Standards: On January 1, 2021, we adopted Financial Accounting Standards Board (“the FASB”) ASU 2019-12—Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The updated guidance simplifies the accounting for income taxes in several areas by removing certain exceptions and by clarifying and amending existing guidance applicable to accounting for income taxes. The adoption of this ASU did not have an impact on our accompanying Condensed Consolidated Financial Statements as of and for the three months ended March 31, 2021.

Accounting guidance not yet adopted: In March 2020, the FASB issued ASU 2020-04-Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The update provides optional expedients and exceptions for applying U.S. GAAP principles to contracts, hedging relationships, and other transactions that reference London Interbank Offered Rate (LIBOR) or another reference rate expected to be discontinued due to reference rate reform. This guidance was effective beginning on March 12, 2020, and can be adopted on a prospective basis no later than December 31, 2022, with early adoption permitted. We are currently evaluating the impact, if any, that the updated accounting guidance will have on our accompanying Condensed Consolidated Financial Statements.

Note 2. Revenue Recognition

The following is a description of principal activities from which we generate our revenue:

Subscriber revenue: We enter into arrangements with multi-channel video distributors, such as cable, satellite and telecommunications companies (referred to as “MVPDs”) to provide a continuous feed of our programming generally based on a per subscriber fee pursuant to multi-year contracts, referred to as “affiliation agreements”, which typically provide for annual rate increases. We have used the practical expedient related to the right to invoice and recognize revenue at the amount to which we have the right to invoice for services performed. The specific subscriber revenue we earn varies from period to period, distributor to distributor and also vary among our Networks, but are generally based upon the number of each distributor’s paying subscribers who subscribe to our Networks. Changes in subscriber revenue are primarily derived from changes in contractual per subscriber rates charged for our Networks and changes in the number of subscribers. MVPDs report their subscriber numbers to us generally on a two month lag. We record revenue based on estimates of the number of subscribers utilizing the most recently received remittance reporting of each MVPD, which is consistent with our past practice and industry practice. Revenue is recognized on a month by month basis when the performance obligations to provide service to the MVPDs is satisfied. Payment is typically received within sixty days of the remittance.

Advertising revenue: Advertising revenue is generated from the sale of commercial time, which is typically sold pursuant to sale orders with advertisers providing for an agreed upon commitment and price per spot. We recognize revenue from the sale of advertising as performance obligations are satisfied upon airing of the advertising; therefore, revenue is recognized at a point in time when each advertising spot is transmitted. Agency fees are calculated based on a stated percentage applied to gross billing revenue for our advertising inventory and are reported as a reduction of advertising revenue. Payment is typically due and received within thirty days of the invoice date.

Other revenue: Other revenue is derived primarily through the licensing of content to third parties. We enter into agreements to license content and recognize revenue when the performance obligation is satisfied and control is transferred, which is generally upon delivery of the content.

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The following table presents the revenues disaggregated by revenue source (amounts in thousands):


	Three months ended March 31,
Revenues by type	2021		2020

Subscriber revenue	$	19,949	$	19,833
Advertising revenue		15,906		11,816
Other revenue		1,722		760
Total revenue	$	37,577	$	32,409

Note 3. Business Combination

On March 31, 2021, the Company acquired the remaining seventy five percent (75%) equity interest in Pantaya (the “Pantaya Acquisition”). Prior to the Pantaya Acquisition, the Company owned a twenty five percent (25%) equity interest in Pantaya, and as a result of the acquisition, Pantaya is now a wholly owned consolidated subsidiary. Pantaya is the leading U.S. Hispanic subscription streaming service offering the largest selection of current and classic, commercial free blockbusters and critically acclaimed movies and series from Latin America and the U.S. including original productions from Pantaya’s production arm, Pantelion, and titles from our library, as well as titles from third party providers such as Lionsgate and Grupo Televisa.

Total cash purchase price in connection with the Pantaya Acquisition is $123.6 million. Under the terms of the purchase agreement (“Securities Purchase Agreement”), control of Pantaya transferred to the Company on March 31, 2021 (“Acquisition Date”), with cash consideration transferred on April 1, 2021. Cash consideration was funded with a combination of cash on hand and an add-on to our Term Loan Facility. For more information, see Note 8, “Long-Term Debt” of Notes to Condensed Consolidated Financial Statements. Fees and expenses incurred in connection with the Pantaya Acquisition totaled $6.7 million, consisting primarily of professional fees and certain non-cash charges, which are included in other expenses in the accompanying Condensed Consolidated Statement of Operations for the three months ended March 31, 2021.

Prior to the closing of the Pantaya Acquisition, the Company accounted for the existing 25% equity interest in Pantaya using the equity method, and the net book value was $0 as of March 31, 2021. The Company accounted for the acquisition of the remaining 75% equity interest of Pantaya as a step acquisition, which required remeasurement of the Company’s existing 25% ownership interest in Pantaya to fair value prior to completing the acquisition method of accounting. Using step acquisition accounting, the Company increased the value of its existing equity interest to its fair value resulting in the recognition of a non-cash gain of $30.1 million, which was included in gain (loss) on equity method investment activity in the accompanying Condensed Consolidated Statement of Operations for the three months ended March 31, 2021. For more information, see Note 10, “Fair Value Measurements” of Notes to Condensed Consolidated Financial Statements.

The acquisition was accounted for as a business combination by applying the acquisition method of accounting pursuant to ASC Topic 805, “Business Combinations”. Due to the timing of the acquisition, the amounts recorded for assets acquired, liabilities assumed, total consideration, and our existing 25% equity interest in Pantaya reflects preliminary fair value estimates based on management analysis. The Company is in the process of measuring all of the preliminary fair values, and, until the valuation process is complete, there may be adjustments during the measurement period.

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.

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(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.

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	$	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

The preliminary fair value of the accounts receivable is based on the net realizable value and no amounts are believed to be uncollectible.

The preliminary fair value of the finite-lived intangible assets, which consists of programming rights, is $30.8 million. This finite-lived intangible asset will be amortized on a straight-line basis over the weighted-average useful life of 4.6 years. The Company has not yet finalized the estimated fair values of the net assets acquired.

Goodwill of $144.5 million represents Company-specific operational synergies and the future growth opportunities of Pantaya’s subscription streaming service. The goodwill associated with the transaction is expected to be deductible for tax purposes.

Supplemental Pro Forma Information (Unaudited)

The following table sets forth the unaudited supplemental pro forma results of operations assuming that the Pantaya Acquisition occurred on January 1, 2020:


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

These unaudited supplemental pro forma results are presented for illustrative purposes and are not intended to represent or be indicative of the actual results of operations of the combined company that would have been achieved had the Pantaya Acquisition occurred on January 1, 2020, nor are they intended to represent or be indicative of future results of operations. The unaudited supplemental pro forma results of operations for all periods set forth above includes the combined historical operating results of Hemisphere and Pantaya, as adjusted by including the amortization of finite-lived intangible assets identified as a result of the Pantaya Acquisition of $1.7 million, and excluding all revenues and expenses from the business conducted between the Company and Pantaya. Results for the three months ended March 31, 2020, also includes non-recurring costs incurred in connection with the Pantaya Acquisition of $6.7 million, which have been excluded from the three months ended March 31, 2021.

The Pantaya Acquisition closed at the end of day on March 31, 2021, and therefore no net revenue or operating income of Pantaya is included in our Condensed Consolidated Statements of Operations for the three months ended March 31, 2021.

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Note 4. Related Party Transactions

The Company has various agreements with MVS, a Mexican media and television conglomerate, which has directors and stockholders in common with the Company as follows:

●

MVS provides Cinelatino with satellite and support services including origination, uplinking and satellite delivery of two feeds of Cinelatino’s channel (for U.S. and Latin America), master control and monitoring, dubbing, subtitling and closed captioning, and other support services. Expenses incurred under this agreement are included in cost of revenues in the accompanying Condensed Consolidated Statements of Operations. Total expenses incurred were $0.6 million for each of the three months ended March 31, 2021 and 2020. Amounts due to MVS pursuant to the agreement amounted to $0.2 million and $0.6 million at March 31, 2021 and December 31, 2020, respectively.

●

Dish Mexico (d/b/a Comercializadora de Frecuencias Satelitales, S. de R.L. de C.V.), an MVS affiliate that operates a subscription satellite television service throughout Mexico and distributes Cinelatino as part of its service. Total revenues recognized were $0.3 million for each of the three months ended March 31, 2021 and 2020. Amounts due from Dish Mexico amounted to $0.2 million and $0.3 million at March 31, 2021 and December 31, 2020, respectively.

●

MVS has the non-exclusive right to duplicate, distribute and exhibit Cinelatino’s service via cable, satellite or by any other means in Mexico. Cinelatino receives revenues net of MVS’s distribution fee, which is equal to 13.5% of all license fees collected from third party distributors managed but not owned by MVS. Total revenues recognized were $0.2 million for each of the three months ended March 31, 2021 and 2020. Amounts due from MVS pursuant to this agreement amounted to $0.1 million and $0.4 million at March 31, 2021 and December 31, 2020, respectively.

The Company entered into an amended and restated consulting agreement with James M. McNamara, a member of the Company’s board of directors, on August 13, 2019, to provide the development, production and maintenance of programming, affiliate relations, identification and negotiation of carriage opportunities, and the development, identification and negotiation of new business initiatives including sponsorship, new channels, direct-to-consumer programs and other interactive initiatives. Total expenses incurred under this agreement are included in selling, general and administrative expenses in the accompanying Condensed Consolidated Statements of Operations and amounted to $0.1 million for each of the three months ended March 31, 2021 and 2020. No amounts were due to this related party at March 31, 2021 and December 31, 2020.

Note 5. Goodwill and Intangible Assets

Goodwill and intangible assets consist of the following as of March 31, 2021 and December 31, 2020 (amounts in thousands):


	March 31,		December 31,
	2021		2020
Broadcast license	$	41,356	$	41,356
Goodwill		310,082		165,597
Other intangibles		54,017		24,761
Total intangible assets	$	405,455	$	231,714

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A summary of changes in the Company’s goodwill and other indefinite-lived intangible assets, on a net basis, for the three months ended March 31, 2021 is as follows (amounts in thousands):


	Net Balance at						Net Balance at
	December 31, 2020		Additions		Impairment		March 31, 2021
Broadcast license	$	41,356	$	—	$	—	$	41,356
Goodwill		165,597		144,485		—		310,082
Brands		15,986		—		—		15,986
Other intangibles		700		—		—		700
Total indefinite-lived intangibles	$	223,639	$	144,485	$	—	$	368,124

A summary of the changes in the Company’s other amortizable intangible assets for the three months ended March 31, 2021 is as follows (amounts in thousands):


	Net Balance at						Net Balance at
	December 31, 2020		Additions		Amortization		March 31, 2021
Affiliate and customer relationships	$	7,304	$	—	$	(1,444)	$	5,860
Non-compete agreement		329		—		(90)		239
Programming contracts		427		30,817		(22)		31,222
Other intangibles		15		—		(5)		10
Total finite-lived intangibles	$	8,075	$	30,817	$	(1,561)	$	37,331

The aggregate amortization expense of the Company's amortizable intangible assets was $1.6 million and $1.9 million for the three months ended March 31, 2021 and 2020, respectively. The weighted average remaining amortization period is 4.0 years at March 31, 2021.

Future estimated amortization expense is as follows (amounts in thousands):


Year Ending December 31,	Amount
Remainder of 2021	$	9,649
2022		8,221
2023		6,783
2024		6,783
2025 and thereafter		5,895
Total	$	37,331

Note 6. Equity Method Investments

The Company makes investments that support its underlying business strategy and enable it to enter new markets. The Company holds equity investments in Pantaya (until the closing of the Pantaya Acquisition), Canal 1, Snap JV and ASG Latin (effective as of the closing of the Pantaya Acquisition) (in each case, as defined and discussed below), which are variable interest entities (“VIEs”), for which the Company is not the primary beneficiary. The primary beneficiary is the party involved with the VIE that (i) has the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance, and (ii) has the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. The activities of each VIE that most significantly impact the VIE’s economic performance are controlled by the VIE’s board of directors and the Company’s representation on the board of directors of each VIE is commensurate with its voting equity interest. As the Company does not hold a majority voting interest or disproportionate voting or other rights, it does not have the power to direct the activities that most significantly impact the economic performance of any of these VIEs.

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On November 3, 2016, we acquired a 25% equity interest in Pantaya, a Spanish-language streaming service formed in partnership with Lionsgate. The service launched on August 1, 2017. Prior to the Pantaya Acquisition, the investment was deemed a variable interest entity (“VIE”) that was accounted for under the equity method. We recorded the income or loss on investment on a one quarter lag. As of March 31, 2019, our applicable pro rata share of the inception-to-date losses exceeded our contractual funding commitment of $10 million. As such, our cumulative share of the losses is limited to $10 million and no additional losses have been recorded following the three months ended March 31, 2019. As a result, we did not record any share of the loss from the investment for the three months ended March 31, 2021 and 2020. The net balance recorded in equity method investments related to the Pantaya joint venture was $0 at March 31, 2021 and December 31, 2020. At December 31, 2020, we had a receivable balance from Pantaya of $3.8 million, and is included in accounts receivable and other assets in the accompanying Condensed Consolidated Balance Sheets. The accounts receivable balance from Pantaya was $2.3 million immediately prior to the Acquisition Date, and this amount was effectively settled as a result of the Pantaya Acquisition. On March 31, 2021, the Company acquired the remaining 75% equity interest in Pantaya, upon which Pantaya became a wholly owned consolidated subsidiary of the Company. For more information, see Note 3, “Business Combination” of Notes to Condensed Consolidated Financial Statements.

On November 30, 2016, we, in partnership with Colombian content producers, Radio Television Interamericana S.A., Compania de Medios de Informacion S.A.S. and NTC Nacional de Television y Comunicaciones S.A., were awarded a ten (10) year renewable television broadcast concession license for Canal 1 in Colombia. The partnership began operating Canal 1 on May 1, 2017. On February 7, 2018, Colombian regulatory authorities approved an increase in our ownership in the joint venture from 20% to 40%. In July 2019, the Colombian government enacted legislation resulting in the extension of the concession license for Canal 1 for an additional ten years for no additional consideration. The concession is now due to expire on April 30, 2037 and is renewable for an additional 20-year period. The joint venture is deemed a VIE that is accounted for under the equity method. As of March 31, 2021, we have funded $120.4 million in capital contributions to Canal 1. The Canal 1 joint venture losses-to-date have exceeded the capital contributions of the common equity partners and in accordance with equity method accounting, losses in excess of the common equity have been recorded against the next layer of the capital structure, in this case, preferred equity. The Company is currently the sole preferred equity holder in Canal 1 and therefore, the Company has recorded nearly 100% of the losses of the joint venture. We record the income or loss on investment on a one quarter lag. For the three months ended March 31, 2021 and 2020, we recorded $2.5 million in gain from equity method investment and $6.8 million in loss on equity method investment in the accompanying Condensed Consolidated Statements of Operations, respectively. The net balance recorded in equity method investments related to the Canal 1 joint venture was $33.2 million and $29.9 million at March 31, 2021 and December 31, 2020, respectively, and is included in the accompanying Condensed Consolidated Balance Sheets. At March 31, 2021 and December 31, 2020, we had a receivable balance from Canal 1 of $2.6 million, and is included in other assets in the accompanying Condensed Consolidated Balance Sheets.

On April 28, 2017, we acquired a 25.5% interest in REMEZCLA, a digital media company targeting English speaking and bilingual U.S. Hispanic millennials through innovative content, for $5.0 million. At March 31, 2020, given the negative impacts caused by the COVID-19 pandemic and the associated liquidity and going-concern uncertainties related to REMEZCLA, the Company determined that the investment in REMEZCLA was other-than-temporarily impaired and recorded a non-cash impairment charge of $5.5 million reflecting the write-off of the full carrying amount of our investment. The write-off was recorded in impairment of equity method investment in the Condensed Consolidated Statements of Operations. Due to the above mentioned write-off of the investment carrying value, we did not record any share of the loss from the investment for the three months ended March 31, 2021 and 2020. The net balance recorded in equity method investments related to REMEZCLA was $0 million at March 31, 2021 and December 31, 2020, respectively, and is included in the accompanying Condensed Consolidated Balance Sheets.

On November 26, 2018, Snap Media acquired a 50% interest in Snap JV, LLC (“Snap JV”) (we own 75% of Snap Media), a newly formed joint venture with Mar Vista Entertainment, LLC (“MarVista”), to co-produce original movies and series. The investment is deemed a VIE that is accounted for under the equity method. As of March 31, 2021, we have funded $0.4 million into Snap JV. We record the income or loss on investment on a one quarter lag. For the three months ended March 31, 2021 and 2020, we recorded $0 million and $0.2 million, respectively, in loss on equity method investment in the accompanying Condensed Consolidated Statements of Operations. The net balance recorded in equity method investments related to Snap JV was $0.1 million at March 31, 2021 and December 31, 2020, and is included in the accompanying Condensed Consolidated Balance Sheets.

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The Company records the income or loss on investments on a one quarter lag. Summary unaudited financial data for our equity investments, excluding Pantaya, in the aggregate as of and for the three months ended December 31, 2020, are included below (amounts in thousands):


	Total Equity
	Investees
Current assets	$	15,741
Non-current assets	$	30,854
Current liabilities	$	59,221
Non-current liabilities	$	4,156
Net revenue	$	3,041
Operating loss	$	(2,796)
Net loss	$	(2,234)

Note 7. Income Taxes

The 2017 Tax Cuts and Jobs Act (“Jobs Act”) was enacted on December 22, 2017. The Jobs Act revised the U.S. corporate income tax by lowering the statutory corporate tax rate from 35% to 21% in 2018. The Company generates income in higher tax rate foreign locations, which result in foreign tax credits. The lower federal corporate tax rate reduces the likelihood of our utilization of foreign tax credits created by income taxes paid in Puerto Rico and Latin America, resulting in a valuation allowance. Additionally, the Company evaluated the potential interest limitation established under the tax act and determined that no limitation would affect the 2021 provision for income taxes.

For the three months ended March 31, 2021 and 2020, our income tax expense has been computed utilizing the estimated annual effective rates of 47.2% and 38.6%, respectively. The difference between the annual effective rate of 47.2% and the statutory Federal income tax rate of 21% in the three month period ended March 31, 2021, is primarily due to the impact of the Tax Act, which impacted the valuation allowance on foreign tax credits, and limitations on the deductibility of executive compensation under Internal Revenue Code Section 162(m). The annual effective tax rate related to income generated in the U.S. is 31.8%. Due to the reduced U.S. tax rate, the Company determined that a portion of its foreign income, which is taxed at a higher rate, will result in the generation of excess foreign tax credits that will not be available to offset U.S. income tax. As a result, 15.4% of the annual effective rate relates to the required valuation allowance against the excess foreign tax credits, bringing the annual effective tax rate for the three month period ended March 31, 2021 to 47.2%. Additionally, the gain related to the step acquisition of Pantaya of $30.1 million was determined to be significant and infrequent, and as a result, this item has not been included in the annual effective tax rate.

The difference between the annual effective rate of 38.6% and the statutory Federal income tax rate of 21% in the three month period ended March 31, 2020, is primarily due to the impact of the Tax Act, which impacted the valuation allowance on foreign tax credits, and limitations on the deductibility of executive compensation under Internal Revenue Code Section 162(m). The annual effective tax rate related to income generated in the U.S. is 27.1%. Due to the reduced U.S. tax rate, the Company determined that a portion of its foreign income, which is taxed at a higher rate, will result in the generation of excess foreign tax credits that will not be available to offset U.S. income tax. As a result, 11.4% of the annual effective rate relates to the required valuation allowance against the excess foreign tax credits.

Income tax expense was $1.3 million for the three months ended March 31, 2021. Income tax benefit was $1.7 million for the three months ended March 31, 2020.

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Note 8. Long-Term Debt

Long-term debt as of March 31, 2021 and December 31, 2020 consists of the following (amounts in thousands):


	March 31, 2021		December 31, 2020
Senior Notes due February 2024	$	250,602	$	202,990
Less: Current portion		2,656		2,134
	$	247,946	$	200,856

On February 14, 2017, Hemisphere Media Holdings, LLC (“Holdings”) and InterMedia Español, Inc. (together with Holdings, the “Borrowers”), both wholly owned, indirect subsidiaries of the Company, amended the Term Loan Facility (the “Second Amended Term Loan Facility”). The Second Amended Term Loan Facility provides for a $213.3 million senior secured term loan B facility, and matures on February 14, 2024. The Second Amended Term Loan Facility bore interest at the Borrowers’ option of either (i) London Inter-bank Offered Rate (“LIBOR”) plus a margin of 3.50% or (ii) an Alternate Base Rate (“ABR”) plus a margin of 2.50%.

On March 31, 2021 (the “Closing Date”), the Borrowers amended the Term Loan Facility, as previously amended (the “Third Amended Term Loan Facility”), for the borrowing of a new tranche of term loans in the aggregate principal amount of $50.0 million and matures on February 14, 2024. The Third Amended Term Loan Facility bears interest at the Borrowers’ option of either (i) LIBOR plus a margin of 3.50% or (ii) an ABR plus a margin of 2.50%. There is no LIBOR floor. The add-on to the term loan B facility was issued with 4.0% of original issue discount (“OID”).

Additionally, the Third Amended Term Loan Facility provides for a revolving loan (the “Revolving Facility”) allowing for an aggregate principal amount of up to $30.0 million. The Revolving Facility is secured on a pari passu basis by the collateral securing the Third Amended Term Loan Facility and will mature on November 15, 2023. The Revolving Facility will bear interest at the Borrowers’ option of either (i) LIBOR (which will not be less than zero) plus a margin of 2.75% or (ii) or an ABR plus a margin of 1.75%, in each case, with a 25 basis points (“bps”) step-up at a First Lien Net Leverage Ratio level of 3.50:1.00 and two 25 bps step-downs at a First Lien Net Leverage Ratio level of 2.50:1.00 and 1.50:1.00. The First Lien Net Leverage Ratio limits the amount of cash netted against debt to a maximum amount of $60.0 million. The Borrowers are also required to pay a quarterly commitment fee on the undrawn balance of the Revolving Facility at 37.5 bps per annum. As of March 31, 2021, the Revolving Facility was undrawn.

The Third Amended Term Loan Facility does not have any maintenance covenants. The Revolving Facility will have a springing First Lien Net Leverage Ratio of no greater than 5.00:1.00, tested commencing with the last day of the fiscal quarter ending June 30, 2021, and the last day of each fiscal quarter thereafter, solely to the extent that on such day, the aggregate amount of revolving loans and letter of credit exposure (excluding up to $5.0 million of undrawn letters of credit and cash collateralized or backstopped letters of credit) exceeds 35% of the aggregate commitments under the Revolving Facility.

The Third Amended Term Loan Facility requires the Borrowers to make amortization payments (in quarterly installments) equal to 1.00% per annum with respect to the Third Amended Term Loan Facility with any remaining amount due at final maturity. The Third Amended Term Loan Facility principal payments will commence on June 30, 2021, with a final installment due on February 14, 2024. Voluntary prepayments are permitted, in whole or in part, subject to certain minimum prepayment requirements.

Within 90 days after the end of each fiscal year, the Borrowers are required to make a prepayment of the loan principal in an amount equal to a percentage of the excess cash flow of the most recently completed fiscal year. Excess cash flow is generally defined as net income plus depreciation and amortization expense, less mandatory prepayments of the term loan, income taxes and capital expenditures, and adjusted for the change in working capital. The percentage of the excess cash flow used to determine the amount of the prepayment of the loan declines from 50% to 25%, and again to 0% at lower leverage ratios. Pursuant to the terms of the Second Amended Term Loan Facility, our Net Leverage Ratio was 2.3x at December 31, 2020, resulting in an excess cash flow percentage of 0% and therefore, no excess cash flow payment was due in March 2021.

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In accordance with ASC 470 – Debt, the Incremental Facility borrowing was deemed a modification of the Second Term Loan Facility and as such, an additional $2.0 million of OID incurred in connection with the Third Amended Term Loan Facility was added to the existing OID. As of March 31, 2021, the original issue discount balance was $3.0 million, net of accumulated amortization of $2.5 million and was recorded as a reduction to the principal amount of the long-term debt outstanding as presented on the accompanying Condensed Consolidated Balance Sheets and will be amortized as a component of interest expense over the term of the Third Amended Term Loan Facility. Financing costs of $0.6 million incurred in connection with the Third Amended Term Loan Facility were expensed in the period in accordance with ASC 470 – Debt and are included in other expenses in the accompanying Condensed Consolidated Statement of Operations at March 31, 2021. In accordance with ASU 2015-15 Interest—Imputation of Interest (Subtopic 835-30) Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line of Credit Arrangements, deferred financing fees of $0.7 million, net of accumulated amortization of $2.6 million, are presented as a reduction to the Third Amended Term Loan Facility outstanding at March 31, 2021 as presented on the accompanying Condensed Consolidated Balance Sheets, and will be amortized as a component of interest expense over the term of the Third Amended Term Loan Facility. An additional $0.6 million of deferred costs incurred on the Revolving Facility, in connection with the Third Amended Term Loan Facility, was recorded to prepaid and other current assets and other assets in the accompanying Condensed Consolidated Balance Sheets and will be amortized on a straight-line basis through maturity on November 15, 2023.

The carrying value of the long-term debt approximates fair value at March 31, 2021 and December 31, 2020, and was derived from quoted market prices by independent dealers (Level 2 in the fair value hierarchy under ASC 820, Fair Value Measurements and Disclosures). The following are the maturities of our long-term debt as of March 31, 2021 (amounts in thousands):


Year Ending December 31,	Amount
Remainder of 2021	$	1,991
2022		2,656
2023		2,656
2024		246,977
Total	$	254,280

Note 9. Derivative Instruments

We use derivative financial instruments in the management of our interest rate exposure. Our strategy is to eliminate the cash flow risk on a portion of the variable rate debt caused by changes in the designated benchmark interest rate, LIBOR. The Company does not enter into or hold derivative financial instruments for speculative trading purposes.

On May 4, 2017, we entered into two identical pay-fixed, receive-variable, interest rate swaps with two different counterparties, to hedge the variability in the LIBOR interest payments on an aggregate notional value of $100.0 million of our Senior Notes, through the expiration of the swaps on March 31, 2022. At inception, these interest rate swaps were designated as cash flow hedges of interest rate risk, and as such, the unrealized changes in fair value are recorded in accumulated other comprehensive income (“AOCI”).

The change in the fair value of the interest rate swap agreements for the three months ended March 31, 2021 and 2020, resulted in an unrealized gain of $0.4 million and an unrealized loss of $2.4 million, respectively, and was included in AOCI net of taxes. The Company paid $0.4 million and $0.1 million of net interest on the settlement of the interest rate swap agreements for the three months ended March 31, 2021 and 2020, respectively. As of March 31, 2021, the Company estimates that none of the unrealized gain or loss included in AOCI related to these interest rate swap agreements will be realized and reported in operations within the next twelve months. No gain or loss was recorded in operations for the three months ended March 31, 2021 and 2020, respectively.

The aggregate fair value of the interest rate swaps was $1.8 million and $2.2 million as of March 31, 2021 and December 31, 2020, respectively, and was recorded in other long-term liabilities on the accompanying Condensed Consolidated Balance Sheets.

By entering into derivative instrument contracts, we are exposed to counterparty credit risk. Counterparty credit risk is the failure of the counterparty to perform under the terms of the derivative contract. When the fair value of a derivative contract is in an asset position, the counterparty has a liability to us, which creates credit risk for us. We attempt to minimize this risk by selecting counterparties with investment grade credit ratings and regularly monitoring our market position with each counterparty. Our derivative instruments do not contain any credit-risk related contingent features.

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Note 10. Fair Value Measurements

Our derivatives are valued using a discounted cash flow analysis that incorporates observable market parameters, such as interest rate yield curves, classified as Level 2 within the valuation hierarchy. Derivative valuations incorporate credit risk adjustments that are necessary to reflect the probability of default by us or the counterparty.

The following table presents our assets and liabilities measured at fair value on a recurring basis and the levels of inputs used to measure fair value, which include derivatives designated as cash flow hedging instruments, as well as their location on our accompanying Condensed Consolidated Balance Sheets as of March 31, 2021 and December 31, 2020 (amounts in thousands):

Estimated Fair Value

March 31, 2021

Category

Balance Sheet Location

Level 1

Level 2

Level 3

Total

Cash flow hedges:

Interest rate swap

Other long-term liabilities

—

1,783

—

1,783

Estimated Fair Value

December 31, 2020

Category

Balance Sheet Location

Level 1

Level 2

Level 3

Total

Cash flow hedges:

Interest rate swap

Other long-term liabilities

—

2,231

—

2,231

Certain non-financial assets and liabilities are measured at fair value on a nonrecurring basis. These assets and liabilities are not measured at fair value on an ongoing basis but are subject to periodic impairment tests. These items primarily include long-lived assets, goodwill, other intangible assets, and equity method investments. On March 31, 2021, the Company acquired the remaining 75% equity interest in Pantaya. The Company accounted for the acquisition of the remaining 75% equity interest of Pantaya as a step acquisition, which required remeasurement of the Company’s existing 25% equity interest to fair value prior to completing the acquisition method of accounting. The Company utilized a market-based valuation approach to determine the fair value of the existing equity interest by adjusting for a control premium, which was based on comparable market transactions. As a result, the Company increased the value of its existing equity interest to its fair value resulting in the recognition of a non-cash gain of $30.1 million, which was included in gain (loss) on equity method investment activity in the accompanying Condensed Consolidated Statement of Operations for the three months ended March 31, 2021. For more information, see Note 3, “Business Combination” of Notes to Condensed Consolidated Financial Statements. There were no other changes to the fair value of non-financial assets and liabilities measured on a nonrecurring basis.

The carrying amounts of cash, accounts receivable and accounts payable approximate fair value because of the short maturity of these items. The carrying value of the long-term debt approximates fair value because this instrument bears interest at a variable rate, is pre-payable, and is at terms currently available to the Company.

Note 11. Stockholders’ Equity

Capital stock

As of March 31, 2021, the Company had 20,468,879 shares of Class A common stock, and 19,720,381 shares of Class B common stock, issued and outstanding.

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On November 18, 2020, the Company announced that its Board of Directors authorized the repurchase of up to $20.0 million of the Company’s Class A common stock, par value $0.0001 per share (“Class A common stock”). Under the Company’s stock repurchase program, management is authorized to purchase shares of the Company’s common stock from time to time through open market purchases at prevailing prices, subject to stock price, business and market conditions and other factors. The expiration date for the repurchase plan is November 19, 2021. For the three months ended March 31, 2021, the Company repurchased 127,458 shares of Class A common stock under the repurchase program for an aggregate purchase price of $1.3 million. As of March 31, 2021, the Company repurchased 0.2 million shares of Class A common stock under the repurchase program for an aggregate purchase price of $1.7 million, and the repurchased shares were recorded as treasury stock on the accompanying Condensed Consolidated Balance Sheets. As of March 31, 2021, the Company had $18.3 million remaining for future repurchases under the existing stock repurchase program.

Equity incentive plans

Effective May 16, 2016, the stockholders of all classes of capital stock of the Company approved at the annual stockholder meeting the Hemisphere Media Group, Inc. Amended and Restated 2013 Equity Incentive Plan (the “Equity Incentive Plan”) to increase the number of shares of Class A common stock that may be delivered under the Equity Incentive Plan to an aggregate of 7.2 million shares of our Class A common stock. At March 31, 2021, 0.3 million shares remained available for issuance of stock options or other stock-based awards under our Equity Incentive Plan (including shares of restricted Class A common stock surrendered to the Company in payment of taxes required to be withheld in respect of vested shares of restricted Class A common stock, which are available for re-issuance). The expiration date of the Equity Incentive Plan, on and after which date no awards may be granted, is April 4, 2023. The Company’s Board of Directors, or a committee thereof, administers the Equity Incentive Plan and has the sole and plenary authority to, among other things: (i) designate participants; (ii) determine the type, size, and terms and conditions of awards to be granted; and (iii) determine the method by which an award may be settled, exercised, canceled, forfeited or suspended.

The Company's time-based restricted stock awards and option awards generally vest in three equal annual installments beginning on the first anniversary of the grant date, subject to the grantee's continued employment or service with the Company. The Company's performance-based option awards vest based on the achievement of certain non-market-based performance metrics of the Company, subject to the grantee's continued employment or service with the Company. The event-based restricted stock awards granted to certain members of our Board vest on the day preceding the Company's annual stockholder meeting.

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Stock-based compensation

Stock-based compensation expense relates to both stock options and restricted stock. Stock-based compensation expense was $1.3 million for each of the three months ended March 31, 2021 and 2020. At March 31, 2021, there was $4.4 million of total unrecognized compensation cost related to unvested stock options, which is expected to be recognized over a weighted-average period of 2.1 years. At March 31, 2021, there was $5.0 million of total unrecognized compensation cost related to unvested restricted stock, which is expected to be recognized over a weighted-average period of 2.1 years.

Stock options

The fair value of stock options granted is estimated at the date of grant using the Black-Scholes pricing model for time-based options and performance-based options, and the Monte Carlo simulation model for event-based options. The expected term of options granted is derived using the simplified method under ASC 718-10-S99-1/SEC Topic 14.D for “plain vanilla” options and the Monte Carlo simulation for event-based options. Expected volatility is based on the historical volatility of the Company’s competitors given its lack of trading history. The risk-free interest rate is based on the U.S. Treasury yield for a period consistent with the expected term of the option in effect at the time of the grant. The Company has estimated forfeitures of 1.5%, as the awards are granted to management for which the Company expects lower turnover, and has assumed no dividend yield, as dividends have never been paid to stock or option holders and will not be paid for the foreseeable future.


	Three Months Ended		Year Ended
Black-Scholes Option Valuation Assumptions	March 31, 2021		December 31, 2020
Risk-free interest rate	0.97% - 1.08	%		0.42% - 0.50	%
Dividend yield	—			—
Volatility	37.3% - 39.8	%		44.2% - 46.1	%
Weighted-average expected term (years)	6.0			6.0

The following table summarizes stock option activity for the three months ended March 31, 2021 (shares and intrinsic value in thousands):


				Weighted-
				average
		Weighted-		remaining	Aggregate
	Number of	average exercise		contractual	intrinsic
	shares	price		term	value
Outstanding at December 31, 2020	3,935	$	11.69	5.1	$	291
Granted	495		11.87	6.0		—
Exercised	(50)		10.20	—		—
Forfeited	—		—	—		—
Expired	—		—	—		—
Outstanding at March 31, 2021	4,380	$	11.68	5.4	$	2,079
Vested at March 31, 2021	3,102	$	11.59	4.0	$	1,970
Exercisable at March 31, 2021	3,102	$	11.59	4.0	$	1,970

The weighted average grant date fair value of options granted for the three months ended March 31, 2021 was $4.64. At March 31, 2021, 0.5 million options granted and included in the table above are unvested performance-based options.

Restricted stock

Certain employees and directors have been awarded restricted stock under the Equity Incentive Plan. The time-based restricted stock grants vest primarily over a period of three years. The fair value and expected term of event-based restricted stock grants is estimated at the grant date using the Monte Carlo simulation model.

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The following table summarizes restricted share activity for the three months ended March 31, 2021 (shares in thousands):


	Number of	Weighted-average
	shares	grant date fair value
Outstanding at December 31, 2020	499	$	11.26
Granted	433		11.72
Vested	(242)		11.65
Forfeited	—		—
Outstanding at March 31, 2021	690	$	11.42

Note 12. Contingencies

We are involved in various legal actions, generally related to our operations. Management believes, based on advice from legal counsel, that the outcomes of such legal actions will not adversely affect our financial condition.

Note 13. Leases

The Company is a lessee under leases for land, office space and equipment with third parties, all of which are accounted for as operating leases. These leases generally have an initial term of one to seven years and provide for fixed monthly payments. Some of these leases provide for future rent escalations and renewal options and certain leases also obligate us to pay the cost of maintenance, insurance and property taxes. Total lease cost was $0.2 million for each of the three months ended March 31, 2021 and 2020. Leases with a term of one year or less are classified as short-term and are not recognized in the Condensed Consolidated Balance Sheets.

A summary of the classification of operating leases on our Condensed Consolidated Balance Sheets as of March 31, 2021 and December 31, 2020 (amounts in thousands):


		March 31,			December 31,
		2021			2020
Operating lease right-of-use assets		$	1,683	$	1,820
Operating lease liability, current	(Other accrued expenses)		621		609
Operating lease liability, non-current	(Other long-term liabilities)	$	1,255	$	1,400

Components of lease cost reflected in our Condensed Consolidated Statement of Operations for the three months ended March 31, 2021 and 2020 (amounts in thousands):


	Three Months Ended March 31,
	2021		2020
Operating lease cost	$	168	$	168
Short-term lease cost		43		73
Total lease cost	$	211	$	241

A summary of weighted-average remaining lease term and weighted-average discount rate as of March 31, 2021:


Weighted-average remaining lease term	3.5	years
Weighted average discount rate	6.2	%

Supplemental cash flow and other non-cash information for the three months ended March 31, 2021 and 2020 (amounts in thousands):


	Three Months Ended March 31,
	2021		2020
Operating cash flows from operating leases	$	160	$	154
Operating lease right-of-use assets obtained in exchange for new operating lease liabilities		—		—

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Future annual minimum lease commitments as of March 31, 2021 were as follows (amounts in thousands):


	March 31, 2021
Remainder of 2021	$	554
2022		614
2023		494
2024		226
2025		201
Total minimum payments	$	2,089
Less: amount representing interest		(213)
Lease liability	$	1,876

Note 14. Commitments

The Company has other commitments in addition to the various operating leases included in Note 13, “Leases” of Notes to Condensed Consolidated Financial Statements, primarily programming.

Future minimum payments as of March 31, 2021,are as follows (amounts in thousands):


	March 31,
	2021
Remainder of 2021	$	10,198
2022		3,611
2023		771
2024		523
2025 and thereafter		575
Total	$	15,678

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

Our Company

We are a leading U.S. Spanish-language media company serving the fast growing and highly attractive U.S. Hispanic and Latin American markets with streaming, broadcast and cable television platforms including five Spanish-language cable television networks distributed in the U.S., two Spanish-language cable television networks distributed in Latin America, the #1-rated broadcast television network in Puerto Rico, the leading Spanish-language subscription streaming service in the U.S., a leading distributor of content to television and digital media platforms in Latin America, and have an ownership interest in a leading broadcast television network in Colombia.

Headquartered in Miami, Florida, our portfolio consists of the following:

●

Cinelatino: the leading Spanish-language cable movie network with over 17.7 million subscribers across the U.S., Latin America and Canada. Cinelatino is programmed with a lineup featuring the best contemporary films and original television series from Mexico, Latin America, and the United States. Driven by the strength of its programming and distribution, Cinelatino is the highest rated Spanish-language original movie network in the U.S.

●

WAPA: the leading broadcast television network and television content producer in Puerto Rico. WAPA has been the #1-rated broadcast television network in Puerto Rico since the start of Nielsen audience measurement eleven years ago. WAPA is Puerto Rico’s news leader and the largest local producer of news and entertainment programming, producing over 67 hours in the aggregate each week. Additionally, we operate WAPA.TV, a leading news and entertainment website in Puerto Rico, as well as mobile apps, featuring content produced by WAPA.

●

WAPA Deportes: through its multicast signal, WAPA distributes WAPA Deportes, a leading sports television network in Puerto Rico, featuring MLB, NBA and professional sporting events from Puerto Rico.

●

WAPA America: a cable television network serving primarily Puerto Ricans and other Caribbean Hispanics living in the U.S. WAPA America’s programming features news and entertainment programming produced by WAPA. WAPA America is distributed in the U.S. to approximately 3.6 million subscribers, excluding digital basic subscribers.

●

Pasiones: a cable television network dedicated to showcasing the most popular telenovelas and serialized dramas, distributed in the U.S. and Latin America. Pasiones features top-rated telenovelas from Latin America, Turkey, India, and South Korea (dubbed into Spanish), and is currently the highest rated telenovela cable television network in primetime. Pasiones has approximately 19.2 million subscribers across the U.S. and Latin America.

●

Centroamerica TV: a cable television network targeting Central Americans living in the U.S., the third largest U.S. Hispanic group and the fastest growing segment of the U.S. Hispanic population. Centroamerica TV features the most popular news and entertainment from Central America, as well as soccer programming from the top professional soccer leagues in the region. Centroamerica TV is distributed in the U.S. to over 3.4 million subscribers.

●

Television Dominicana: a cable television network targeting Dominicans living in the U.S., the fifth largest U.S. Hispanic group. Television Dominicana airs the most popular news and entertainment programs from the Dominican Republic, as well as the Dominican Republic professional baseball league, featuring current and former players from MLB. Television Dominicana is distributed in the U.S. to over 2.2 million subscribers.

●

Pantaya: the first ever premium subscription streaming service of Spanish-language offering the largest selection of current and classic, commercial free blockbusters and critically acclaimed movies and series from Latin America and the U.S. including original productions from Pantaya’s production arm, Pantelion, and titles from our library, as well as titles from third party providers such as Lionsgate and Grupo Televisa. The Company formed Pantaya in partnership with Lionsgate and launched the service in August 2017. On March 31, 2021, the Company acquired the remaining 75%

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equity interest from Lionsgate, and is now a consolidated subsidiary of the Company effective as of the Acquisition Date.

●

Snap Media: a distributor of content to broadcast and cable television networks and OTT, SVOD and AVOD platforms in Latin America. On November 26, 2018, we acquired a 75% interest in Snap Media, and in connection with the acquisition, Snap Media entered into a joint venture with MarVista, an independent entertainment studio and a shareholder of Snap Media, to produce original movies and series. Snap Media is responsible for the distribution of content owned and/or controlled by our Networks, as well as content to be produced by the production joint venture between Snap Media and MarVista.

●

Canal 1: the #3-rated broadcast television network in Colombia. We own a 40% interest in Canal 1 in partnership with leading producers of news and entertainment content in Colombia. The partnership was awarded a 10-year renewable broadcast television concession in 2016. The partnership began operating Canal 1 on May 1, 2017 and launched a new programming lineup on August 14, 2017. In July 2019, the Colombian government enacted legislation resulting in the extension of the concession license for an additional ten years for no additional consideration. The concession is now due to expire on April 30, 2037 and is renewable for an additional 20-year period.

●

REMEZCLA: a digital media company targeting English speaking and bilingual U.S. Hispanic millennials through innovative content. On April 28, 2017, we acquired a 25.5% interest in REMEZCLA.

Our two primary sources of revenues are advertising revenue and subscriber revenue. All of our Networks derive revenues from advertising. Advertising revenue is generated from the sale of advertising time, which is typically sold pursuant to advertising orders with advertisers providing for an agreed upon advertising commitment and price per spot. Our advertising revenue is tied to the success of our programming, including the popularity of our programming with our target audience. Our advertising is variable in nature and tends to reflect seasonal patterns of our advertisers’ demand, which is generally greatest during the fourth quarter of each year, driven by the holiday buying season. In addition, Puerto Rico’s political election cycle occurs every four years and we benefit from increased advertising sales in an election year. For example, in 2020, we experienced higher advertising sales as a result of political advertising spending during the 2020 gubernatorial elections. The next election in Puerto Rico will be in 2024.

All of our Networks receive fees paid by distributors, including cable, satellite and telecommunications service providers. These revenues are generally based on a per subscriber fee pursuant to multi-year contracts, commonly referred to as “affiliation agreements,” which typically provide for annual rate increases. The specific subscriber revenue we earn varies from period to period, distributor to distributor and also varies among our Networks, but is generally based upon the number of each distributor’s paying subscribers who receive our Networks. The terms of certain non-U.S. affiliation agreements provide for payment of a fixed contractual monthly fee. Changes in subscriber revenue are primarily derived from changes in contractual affiliation rates charged for our Networks and changes in the number of subscribers. Accordingly, we continually review the quality of our programming to ensure that it is maximizing our Networks’ viewership and giving our Networks’ subscribers a premium, high-value experience. The continued growth in our subscriber revenue will, to a certain extent, be dependent on the growth in subscribers of the cable, satellite and telecommunication service providers distributing our Networks, new system launches and continued carriage of our channels by our distribution partners. Our revenues also benefit from contractual rate increases stipulated in most of our affiliation agreements. Going forward, subscriber revenue will also include Pantaya's subscriber revenue, which is fees paid by distribution partners and direct consumers.

WAPA has been the #1-rated broadcast television network in Puerto Rico since the start of Nielsen audience measurement eleven years ago and management believes it is highly valued by its viewers and cable, satellite and telecommunications service providers. WAPA is distributed by all pay-TV distributors in Puerto Rico and has been successfully growing subscriber revenue. WAPA’s primetime household rating in 2020 was nearly five times higher than the most highly rated English-language U.S. broadcast network in the U.S., CBS, and higher than the combined ratings of CBS, NBC, ABC, FOX and the CW. As a result of its ratings success since the start of Nielsen audience measurement, management believes WAPA is well positioned for future growth in subscriber revenue.

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WAPA America, Cinelatino, Pasiones, Centroamerica TV and Television Dominicana occupy a valuable and unique position, as they are among the small group of Hispanic cable networks to have achieved broad distribution in the U.S. As a result, management believes our U.S. cable networks are well-positioned to benefit from growth in both the growing national advertising spend targeted at the highly sought-after U.S. Hispanic cable television audience, and growth in the U.S. Hispanic population, which is expected to continue its long-term upward trajectory.

Hispanics represent over 18% of the total U.S. population and 11% of the total U.S. buying power, but the aggregate media spend targeted at U.S. Hispanics significantly under-indexes both of these metrics. As a result, advertisers have been allocating a higher proportion of marketing dollars to the Hispanic market, but U.S. Hispanic cable advertising still under-indexes relative to its consumption.

Management expects our U.S. networks to benefit from growth in the U.S. Hispanic population, as it continues its long-term growth. The U.S. Census Bureau estimated that nearly 60.5 million Hispanics resided in the United States in 2019, representing an increase of more than 25 million people between 2000 and 2019, and that number is projected to grow to 75 million by 2030. U.S. Hispanic television households grew by 36% during the period from 2010 to 2021, from 12.9 million households to 17.6 million households.

Similarly, management expects Cinelatino and Pasiones to benefit from growth in Latin America. Pay-TV subscribers in Latin America (excluding Brazil) are projected to grow from 55 million in 2020 to 60 million by 2025. Furthermore, as of December 31, 2020, Cinelatino and Pasiones were each distributed to only 26% of total pay-TV subscribers throughout Latin America (excluding Brazil).

Colombia, where we own 40% of Canal 1, the #3-rated broadcast television network, is a large and appealing market for broadcast television. Colombia had a population of 51 million as of December 31, 2020, the second largest in Latin America (excluding Brazil). According to IBOPE, the three major broadcast networks in Colombia receive a 59% share of overall viewing. These factors result in an annual market for free-to-air television advertising of approximately $207 million for 2020 (as converted utilizing the average foreign exchange rate during the period).

MVS, one of our stockholders, provides operational, technical and distribution services to Cinelatino pursuant to several agreements, including an agreement pursuant to which MVS provides satellite and technical support and other administrative support services, an agreement that grants MVS the non-exclusive right to distribute the Cinelatino service to third party distributors in Mexico, and an agreement between Cinelatino and Dish Mexico (an affiliate of MVS), pursuant to which Dish Mexico distributes Cinelatino and pays subscriber fees to Cinelatino.

COVID-19 Pandemic

In March 2020, the World Health Organization characterized the coronavirus (“COVID-19”) as a pandemic, and the President of the United States declared the COVID-19 outbreak a national emergency. The rapid spread of COVID-19 and the continuously evolving responses to combat it have had a negative impact on the global economy. Even during these unprecedented times, we have continued the production of news and entertainment programming, as our viewers rely on our Networks to keep them informed.

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responses of private sector businesses and governments including the timing and amount of government stimulus, the impact on economic activity and the impact on our customers, employees and suppliers.

Given the global nature of the COVID-19 pandemic, our investment in Canal 1, which operates in Colombia, is also negatively impacted. Colombia’s President Ivan Duque declared a state of emergency locking down the country on March 20, 2020. Since then, the restrictions on business and other activities have varied but have never been totally eliminated. Currently, many restrictions remain in place, including limiting operating capacity of the airline industry, restaurants, and hotels to a maximum of 30%, while movie theaters are partially open, other entertainment venues remain closed, and most government discretionary spending continues to be frozen. The pandemic has contributed to lower consumer confidence. All of these circumstances have had a material adverse impact on advertising spending, and accordingly, have had a material adverse impact on Canal 1’s advertising revenue. It is unclear when the lockdown will be fully lifted or when advertising will return to pre-COVID-19 levels.

Comparison of Consolidated Operating Results for the Three Months Ended March 31, 2021 and 2020

(Unaudited)

(amounts in thousands)


	Three Months Ended				$ Change		% Change
	March 31,				Favorable/		Favorable/
	2021		2020		(Unfavorable)		(Unfavorable)
Net revenues	$	37,577	$	32,409	$	5,168	15.9	%
Operating Expenses:
Cost of revenues		11,779		10,967		(812)	(7.4)	%
Selling, general and administrative		11,391		11,233		(158)	(1.4)	%
Depreciation and amortization		2,665		3,131		466	14.9	%
Other expenses		6,728		3,021		(3,707)	NM
Gain from FCC repack and other		(52)		(9)		(43)	NM
Total operating expenses		32,511		28,343		(4,168)	(14.7)	%
Operating income		5,066		4,066		1,000	24.6	%
Other income (expense):
Interest expense and other, net		(2,358)		(2,786)		428	15.4	%
Gain (loss) on equity method investment activity		32,609		(7,019)		39,628	NM
Impairment of equity method investment		—		(5,479)		5,479	100.0	%
Other expense, net		(668)		—		(668)	NM
Total other income (expense)		29,583		(15,284)		44,867	NM
Income (loss) before income taxes		34,649		(11,218)		45,867	NM
Income tax (expense) benefit		(1,268)		1,675		(2,943)	NM
Net income (loss)		33,381		(9,543)		42,924	NM
Net (income) loss attributable to non-controlling interest		(23)		115		(138)	NM
Net income (loss) available to Hemisphere Media Group, Inc.	$	33,358	$	(9,428)	$	42,786	NM

NM = Not meaningful

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Net Revenues

Net revenues were $37.6 million for the three months ended March 31, 2021, an increase of $5.2 million, or 16%, as compared to $32.4 million for the comparable period in 2020 due to increases in all of our revenue streams. Advertising revenue increased $4.1 million, or 35%, primarily due to growth in the Puerto Rico television advertising market, coupled with an increase in WAPA’s share of the market, as well as an increase in advertising revenue at our U.S. cable networks. Subscriber revenue increased $0.1 million, or 1%, due to contractual rate increases, offset in part by a decline in subscribers. Other revenue increased $1.0 million driven primarily by the timing of the licensing of content.

The following table presents estimated subscriber information:


	Subscribers (a)
	(amounts in thousands)
	March 31,	December 31,	March 31,
	2021	2020	2020
U.S. Cable Networks:
WAPA America (b)	3,567	3,672	4,038
Cinelatino	3,758	3,822	4,196
Pasiones	4,011	4,125	4,490
Centroamerica TV	3,441	3,468	3,759
Television Dominicana	2,249	2,178	2,281
Total	17,026	17,265	18,764

Latin America Cable Networks:
Cinelatino	13,978	14,096	16,043
Pasiones	15,159	14,250	16,598
Total	29,137	28,346	32,641

(a) Amounts presented are based on most recent remittances received from our Distributors as of the respective dates shown above, which are typically two months prior to the dates shown above.

(b) Excludes digital basic subscribers.

Operating Expenses

Cost of Revenues: Cost of revenues consists primarily of programming and production costs, programming amortization and distribution costs. for the three months ended March 31, 2021, were $11.8 million, an increase of $0.8 million, or 7%, as compared to $11.0 million for the comparable period in 2020, primarily due to higher programming and production costs and higher third-party rep commissions driven by an increase in advertising revenue.

Selling, General and Administrative: Selling, general and administrative expenses consist principally of marketing and research, stock-based compensation, employee costs, occupancy costs and other general administrative costs. Selling, general, and administrative expenses for the three months ended March 31, 2021, were $11.4 million, an increase of $0.2 million, or 1%, as compared to $11.2 million for the comparable period in 2020, primarily due to higher personnel expenses including advertising sales commissions, offset in part by lower bad debt reserves and lower research expenses due in part to the termination of Nielsen ratings services for Cinelatino.

Depreciation and Amortization: Depreciation and amortization expense consists of depreciation of fixed assets and amortization of intangibles. Depreciation and amortization for the three months ended March 31, 2021, was $2.7 million, a decrease of $0.5 million, or 15%, as compared to $3.1 million for the comparable period in 2020, primarily due to the amortization of certain intangible assets that were fully amortized during the prior year period.

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Other Expenses: Other expenses include legal, financial advisory and other fees incurred in connection with acquisitions and corporate finance activities, including debt and equity financings. Other expenses for the three months ended March 31, 2021, were $6.7 million, an increase of $3.7 million, as compared to $3.0 million for the comparable period in 2020, due to expenses incurred in connection with the Pantaya Acquisition and the incremental borrowing on our Third Amended Term Loan Facility.

Gain from FCC repack and other: Gain from FCC spectrum repack and other primarily reflects reimbursements we have received from the FCC for equipment we have purchased as a result of the FCC mandated spectrum repack, and gain or loss from the sale of assets. Gain from FCC spectrum repack and other for the three months ended March 31, 2021, increased $0.0 million due to the timing of reimbursements received from the FCC for equipment purchases required as a result of the FCC mandated spectrum repack.

Other Income (Expenses)

Interest Expense and other, net: Interest expense for the three months ended March 31, 2021, was $2.4 million, a decrease of $0.4 million, or 15%, compared to $2.8 million for the comparable period in 2020. The decrease was primarily due to the lower average interest rate on our Senior Notes.

Gain (Loss) on Equity Method Investment Activity: Gain on equity method investment activity for the three months ended March 31, 2021, was $32.6 million, an improvement of $39.6 million, compared to loss on equity method investment activity of $7.0 million for the comparable period in 2020, primarily due to a $30.1 million one-time non-cash gain recognized on the existing 25% equity interest in Pantaya upon the step acquisition of the remaining 75% equity interest on March 31, 2021. The improvement was also due to lower losses at Canal 1 due to a non-recurring non-cash charge in the prior year period, the favorable impact of unrealized foreign currency gains on U.S. dollar denominated obligations and improved operating results. For more information, see Note 3, “Business Combination” of Notes to Condensed Consolidated Financial Statements, included elsewhere in this Quarterly Report.

Impairment of Equity Method Investment: As of March 31, 2020, we deemed our investment in REMEZCLA to be impaired given the uncertainty caused by the COVID-19 pandemic and the associated going-concern risks. As a result, we recorded a non-cash impairment charge of $5.5 million reflecting the write-off of the full valuation of our investment in REMEZCLA. For more information, see Note 6, “Equity Method Investments” of Notes to Condensed Consolidated Financial Statements, included elsewhere in this Quarterly Report.

Other expense, net: Other expense, net for the three months ended March 31, 2021, was $0.7 million due to the write-off of the net book value of programming rights at the Company for content licensed from Pantaya prior to the Acquisition Date.

Income Tax (Expense) Benefit

Income tax expense for the three months ended March 31, 2021, was $1.3 million as compared to income tax benefit of $1.7 million for the comparable period in 2020, due to higher taxable income in the current year period. For more information, see Note 7, “Income Taxes” of Notes to Condensed Consolidated Financial Statements, included elsewhere in this Quarterly Report.

Net Income (Loss)

Net income for the three months ended March 31, 2021, was $33.4 million as compared to net loss of $9.5 million for the comparable period in 2020. The current year period benefitted from a one-time non-cash gain of $30.1 million recognized on our 25% equity interest in Pantaya, as a result of the step acquisition of the remaining 75% equity interest.

Net (Income) Loss Attributable to Non-controlling Interest

Net income attributable to non-controlling interest, related to the 25% interest in Snap Media held by minority shareholders, was $0.0 million for the three months ended March 31, 2021, as compared to net loss attributable to non-controlling interest of $0.1 million for the comparable period in 2020.

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Net Income (Loss) Available to Hemisphere Media Group, Inc.

Net income available to Hemisphere Media Group, Inc. for the three months ended March 31, 2021, was $33.4 million as compared to net loss available to Hemisphere Media Group, Inc. of $9.4 million for the comparable period in 2020.

OFF-BALANCE SHEET ARRANGEMENTS

We do not have any off-balance sheet financing arrangements.

LIQUIDITY AND CAPITAL RESOURCES

Sources and Uses of Cash

Our principal sources of cash are cash on hand and cash flows from operating activities. As of March 31, 2021, we had $194.4 million of cash on hand and $30.0 million undrawn and available under our Revolving Facility. Our primary uses of cash include the production and acquisition of programming, operational costs, personnel costs, equipment purchases, principal and interest payments on our outstanding debt and income tax payments, and cash may be used to fund investments, acquisitions and repurchases of common stock.

On March 31, 2021, the Company acquired the remaining 75% equity interest in Pantaya. Under the terms of the Securities Purchase Agreement, control of Pantaya transferred to the Company on March 31, 2021, with cash consideration transferred on April 1, 2021. As a result, the Company established a payable of $123.6 million to reflect the cash purchase price payable as of March 31, 2021.

Cash Flows


	Three Months Ended March 31,
Amounts in thousands:	2021		2020
Cash provided by (used in):
Operating activities	$	17,778	$	10,181
Investing activities		(2,238)		(6,789)
Financing activities		44,377		(534)
Net increase in cash	$	59,917	$	2,858

Comparison for the Three Months Ended March 31, 2021 and March 31, 2020

Operating Activities

Cash provided by operating activities was primarily driven by our net income or loss, adjusted for non-cash items and changes in working capital. Non-cash items consist primarily of depreciation of property and equipment, amortization of intangibles, programming amortization, amortization of deferred financing costs, stock-based compensation expense, gain or loss on equity method investment activity, impairment of equity method investments, amortization of operating lease right-of-use assets, provision for bad debts, and other non-cash acquisition charges.

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Net cash provided by operating activities for the three months ended March 31, 2021 was $17.8 million, an increase of $7.6 million, as compared to $10.2 million in the prior year period, due to an improvement in net income of $42.9 million and an increase in net working capital of $9.2 million, offset in part by a decrease in non-cash items of $44.5 million. The decrease in non-cash items is due to a $40.0 million improvement in gain on equity method investment activity primarily due to a $30.1 million one-time gain recognized on the existing 25% equity interest in Pantaya upon the step acquisition of the remaining 75% equity interest, a $5.5 million impairment of equity method investment related to REMEZCLA in the prior year period, and decreases in the provision for bad debt of $0.6 million and depreciation and amortization of $0.5 million, offset in part by an increase in programming amortization of $0.4 million and other non-cash acquisition related charges of $1.3 million. The increase in net working capital is due decreases in accounts receivable of $6.2 million and programming rights of $5.0 million, and increases in other accrued expenses of $2.7 million and income taxes payable of $0.6 million, offset in part by a decrease in programming rights payable of $2.4 million and increases in prepaids and other assets of $2.5 million and due to/from related parties of $0.5 million.

For more information, see Note 3, “Business Combination” of Notes to Condensed Consolidated Financial Statements, included elsewhere in this Quarterly Report.

For more information, see Note 6, “Equity Method Investments” of Notes to Condensed Consolidated Financial Statements, included elsewhere in this Quarterly Report.

Investing Activities

Net cash used in investing activities for the three months ended March 31, 2021, was $2.2 million, an improvement of $4.6 million as compared to $6.8 million in the prior year period. The improvement is due to a decline in funding of equity investments of $5.6 million and cash received from the Pantaya Acquisition of $1.0 million, offset in part by an increase in capital expenditures of $2.1 million.

Financing Activities

Net cash provided by financing activities for the three months ended March 31, 2021, was $44.4 million, an increase of $44.9 million as compared to net cash used of $0.5 million in the prior year period. The increase is due to net proceeds of $47.4 million received from incremental borrowing under our Third Amended Term Loan Facility in connection with the Pantaya Acquisition, offset in part by repurchases of our Class A common stock of $2.5 million.

For more information, see Note 8, “Long-Term Debt” of Notes to Condensed Consolidated Financial Statements, included elsewhere in this Quarterly Report.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated our disclosure controls and procedures, as of March 31, 2021. Our Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, 2021, our disclosure controls and procedures were effective to ensure that all information required to be disclosed is recorded, processed, summarized and reported within the time periods specified, and that information required to be filed in the reports that we file or submit under the Securities Exchange Act of 1934 (the “Exchange Act”) is accumulated and communicated to our management, including our principal executive and principal financial officers, to allow timely decisions regarding required disclosure.

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Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error and mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of controls.

The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, a control may become inadequate because of changes in conditions or because the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected.

Changes in Internal Controls

There were no changes to the Company’s internal controls over financial reporting (as defined in Exchange Act Rule 13a-15(f)) during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, we or our subsidiaries may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties and determination as to the amount of the accrual required for such contingencies is highly subjective and requires judgments about future events. An adverse result in these or other matters may arise from time to time that may harm our Business. Neither we nor any of our subsidiaries are presently a party to any material litigation, nor to the knowledge of management is any litigation threatened against us or our subsidiaries, which may materially affect us.

ITEM 1A. RISK FACTORS

You should carefully consider the risk factors included in our Annual Report on Form 10-K for the year ended December 31, 2020, in addition to other information included in this Quarterly Report on Form 10-Q, including under the section entitled, “Forward-Looking Statements,” and in other documents we file with the SEC, in evaluating our Company and our Business. If any of the risks occur, our Business, financial condition, liquidity and results of operations could be materially adversely affected. We caution the reader that these risk factors may not be exhaustive. We operate in a continually changing business environment and new risks emerge from time to time. Management cannot predict such new risk factors, nor can we assess the impact, if any, of such new risk factors on our Business or the extent to which any factor or combination of factors may impact our Business. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our Business, financial condition and/or operating results.

Except as set forth in this Item 1A, there have not been any material changes during the quarter ended March 31, 2021 from the risk factors disclosed in our Annual Report on Form 10-K for the year ended December 31, 2020; provided, however, certain risks applicable our Networks or our Business disclosed in our Annual Report on Form 10-K for the year ended December 31, 2020, may also be applicable to Pantaya effective as of the Acquisition Date, unless the context requires otherwise.

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Future acquisitions or business opportunities, including investments in complementary businesses could involve unknown risks that could harm our Business and adversely affect our financial condition.

From time to time, we have acquired or invested in complementary businesses and entered into joint ventures/investments. For example, we recently acquired Pantaya. In the future we may make other acquisitions, invest in complementary businesses including joint ventures that involve unknown risks, and may involve significant cash expenditures, debt incurrence, operating losses and expenses that could have a material adverse effect on our Business, financial condition, results of operations and cash flows. Such transactions involve numerous other risks including:

●

difficulties integrating acquired businesses, technologies and personnel into our business, including our recent acquisition of Pantaya;

●

difficulties in obtaining and verifying the financial statements and other business information of acquired businesses;

●

inability to obtain required regulatory approvals on favorable terms;

●

potential loss of key employees, key contractual relationships or key customers of either acquired businesses or our business;

●

assumption of the liabilities and exposure to unforeseen or undisclosed liabilities of acquired businesses;

●

dilution of interests of holders of our common shares through the issuance of equity securities or equity-linked securities;

●

the failure to realize the expected strategic and other benefits from the transactions; and

●

in the case of joint ventures and other investments, interests that diverge from those of our partners without the ability to direct the management and operations of the joint venture or investment in the manner we believe most appropriate.

Although we intend to conduct extensive business, financial and legal due diligence in connection with the evaluation of future business or acquisition opportunities, there can be no assurance our due diligence investigations will identify every matter that could have a material adverse effect on us. We may be unable to adequately address the financial, legal and operational risks raised by such businesses, acquisitions or joint ventures. The realization of any unknown risks could expose us to unanticipated costs and liabilities and prevent or limit us from realizing the projected benefits of the businesses or acquisitions, which could adversely affect our financial condition and liquidity. In addition, our Business, financial condition, results of operations and the ability to service our debt may be adversely impacted depending on specific risks applicable to any business or company we acquire.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Company Purchases of Equity Securities

Set forth below is the information concerning acquisitions of Hemisphere Media Group, Inc. Class A common stock by the Company during the three months ended March 31, 2021:



	Total			Total Number of	Approximate Dollar
	Number of	Average		shares Purchased as	Value of Shares that
	Shares	Price Paid per		Part of a Publicly	May Yet be Purchased
Period (a)	Purchased (b)	Share (c)		Announced Program	Under the Program (d)

January 1, 2021 — January 31, 2021	74,993	$	10.24	74,993	$	18,881,917
February 1, 2021 — February 28, 2021	52,465	$	10.55	52,465	$	18,328,412
March 1, 2021 — March 31, 2021	—	$	—	—	$	18,328,412
Total	127,458	$	10.37	127,458

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(a)The stock repurchase plan was announced on November 18, 2020.

(b)The Board of Directors authorized the repurchase of up to $20 million of the Company’s Class A common stock.

(c)Average Price Paid per Share includes broker commission.

(d)The plan expires on November 19, 2021, but may be suspended or discontinued at any time in the Company’s sole discretion.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

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ITEM 6. EXHIBITS

The exhibits listed on the accompanying Exhibit Index are filed, furnished or incorporated by reference (as stated therein) as part of this Quarterly Report.

Exhibit Index


Exhibit No.		Description of Exhibit

2.1±		Securities Purchase Agreement, dated as of March 31, 2021, among HMTV DTC, LLC, Pantaya, LLC and Artisan Home Entertainment Inc. (incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Commission on April 6, 2021 (File No. 001-35886))
10.1		Amendment No. 3 to the Credit Agreement, dated as of March 31, 2021, by and among Hemisphere Media Holdings, LLC, a Delaware limited liability company, InterMedia Español, Inc., a Delaware corporation, the guarantors party thereto, the several lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as the administrative agent and collateral agent and the other parties thereto (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on April 6, 2021 (File No. 001-35886))
10.2**		Offer Letter, dated February 22, 2021, by and between the Company and Monica B. Silverstein.
10.3**		Employment Agreement, dated as of May 5, 2021, by and between the Company and Paul Presburger.
31.1		Certification of Chief Executive Officer required by Rule 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
31.2		Certification of Chief Financial Officer required by Rule 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
32.1*		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)
32.2*		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)
101.INS*		Inline XBRL Instance Document.
101.SCH*		Inline XBRL Taxonomy Extension Schema.
101.CAL		XBRL Taxonomy Extension Calculation Linkbase
101.LAB		XBRL Taxonomy Extension Label Linkbase
101.PRE		XBRL Taxonomy Extension Presentation Linkbase
101.DEF		XBRL Taxonomy Extension Definition Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*	A signed original of the written statement required by Section 906 has been provided to the Company and will be retained by the Company and forwarded to the SEC or its staff upon request.

**	Filed herewith.

±	Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby undertakes to furnish supplementally copies of any of the omitted schedules or exhibits upon request by the SEC.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	HEMISPHERE MEDIA GROUP, INC.


DATE: May 10, 2021	By:	/s/ Alan J. Sokol
		Alan J. Sokol
		Chief Executive Officer and President
		(Principal Executive Officer)


DATE: May 10, 2021	By:	/s/ Craig D. Fischer
		Craig D. Fischer
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

Exhibit 10.2

EXECUTION COPY

February 22, 2021

VIA E-MAIL
Ms. Monica B. Silverstein (Rego)
monicaregohr@gmail.com

Re: Offer of Employment

Dear Ms. Silverstein (Rego):

On behalf of Hemisphere Media Group, Inc., a Delaware corporation (the “Company”), I am pleased to offer you a position as a full time exempt Chief Human Resources Officer. If these terms and conditions are agreeable to you, please sign and date a copy of this letter in the space provided below and return it to me. This offer of employment is conditioned on your satisfactory completion of certain requirements, as more fully explained in this letter. Your employment is subject to the terms and conditions set forth in this letter. Certain capitalized terms used herein shall have the meaning set forth in the “Appendix” to this letter (attached hereto).

1. Your start date, subject to the conditions herein, shall be on or about March 15, 2021. You shall devote substantially all of your business time and efforts to the Company and its Affiliates and perform your duties and responsibilities consistent with the policies, procedures and practices of the Company. You shall report directly to the Chief Executive Officer and the Chief Financial Officer or their designee (each a “Supervisor”) and perform such lawful duties and responsibilities as directed from time to time by the Supervisor, although you will be expected to exercise discretion and independent judgment in carrying out your job duties in the course of your employment with the Company. You shall initially perform your job duties in the Miami, FL metropolitan area; provided, that you acknowledge that your duties and responsibilities may require you to travel on business to the extent necessary to fully perform your duties and responsibilities hereunder, and in connection therewith, as reasonably required by the Company, you shall visit any reasonable location, to perform your duties hereunder. The Company shall promptly reimburse you for your reasonable and necessary business expenses incurred in connection with performing your duties hereunder in accordance with its then-prevailing policies and procedures for expense reimbursement (which shall include appropriate itemization and substantiation of expenses incurred).

2. Your annual base salary will be paid at a rate of $220,000 per year (“Base Salary”), payable in accordance with the Company’s applicable payroll practices as are in effect from time

Ms. Silverstein (Rego)

February 22, 2021

to time. At this time, salaries are paid on a semi-monthly basis. During your employment with the Company, you shall have the opportunity to earn an annual bonus based on your performance, which the Company may grant or withhold in its sole discretion (the “Annual Bonus”). An Annual Bonus shall be based on performance against performance criteria established by the Supervisor, subject to your continued employment with the Company through the payment of such bonus. Your target Annual Bonus shall be of 25% of your Base Salary. For the avoidance of doubt, any Annual Bonus awarded to you in the Company’s sole discretion, shall be pro-rated for the year ending December 31, 2021. Bonuses at the Company are usually paid by March 15 of the fiscal year following the year in which a bonus is earned.

3. The Company shall grant to you (subject to the approval of the Company’s Board of Directors), pursuant to, and subject to, the terms of the Plan and an option grant certificate, an option (the “Option”) to purchase 15,000 shares of the Company’s Class A common stock, par value $0.0001 per share (the “Stock”). Each share of Stock subject to the Option has an exercise price equal to the fair market value of a share of Stock on the date of grant.

4. If this offer is accepted and you begin employment with the Company, you will also be eligible to participate in such benefit programs as the Company may, in its discretion, from time to time maintain for employees of your level, including, group health, dental and vision coverage and long-term disability coverage, in accordance with and subject to the eligibility and other provisions of such plans and programs. You will be eligible for health, dental, vision and long-term disability coverage on the first day of the calendar month immediately following your first thirty (30) days of employment. The foregoing is a summary, and in case of inconsistencies, the terms of the plans and programs will govern. The Company expressly reserves the right to modify, substitute or eliminate these and other benefits at any time.

5. You will be eligible for twenty (20) vacation days per calendar year (pro-rated for any partial calendar year) and may take such vacation in accordance with Company policy.

6. You will be expected to abide by all Company policies and will be required to acknowledge receipt of the basic employment policies handbook as well as various Company policies as are in effect from time to time.

7. You acknowledge that in the course of your employment with the Company, you shall become familiar with the Company’s Confidential Information, including trade secrets, and that your services are of special, unique and extraordinary value to the Company. You acknowledge that the Confidential Information obtained by you while employed by the Company is the property of the Company. Therefore, you agree that you shall not disclose to any unauthorized Person or use for your own purpose any Confidential Information without the prior written consent of the Company, unless and to the extent that the aforementioned matters become generally known to and available for use by the public other than as a result of your acts or omissions in violation of this letter.

8. You agree that you shall not disclose the contents of this letter, except to your immediate family and your financial and legal advisors, or as may be required by law or ordered by a court. You further agree that any disclosure to your financial or legal advisors shall

Ms. Silverstein (Rego)

February 22, 2021

only be made after such advisors acknowledge and agree to maintain the confidentiality of this letter and its terms.

9. You further agree that you will not improperly use or disclose any Confidential Information or trade secrets, if any, of any former employers or any other Person to whom you have an obligation of confidentiality, and will not bring onto the premises of the Company any unpublished documents or any property belonging to any former employer or any other Person to whom you have an obligation of confidentiality unless consented to in writing by the former employer or other Person.

10. You acknowledge that all notes, memoranda, specifications, devices, formulas, records, files, lists, drawings, documents, models, equipment, property, computer, software or intellectual property relating to the businesses of the Company, in whatever form (including electronic), and all copies thereof, that are received or created by you while an employee of the Company or its subsidiaries or Affiliates (including but not limited to Confidential Information and Inventions (as defined below) are and shall remain the property of the Company, and you shall immediately return such property to the Company upon the termination of your employment for any reason and, in any event, at the Company’s request. You further agree that any property situated on the premises of, and owned by, the Company, including disks and other storage media, filing cabinets or other work areas, is subject to inspection by the Company’s personnel at any time with or without notice.

11. You agree that the results and proceeds of your services for the Company (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship) resulting from services performed while an employee or consultant of the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived or reduced to practice or learned by you, either alone or jointly with others (collectively, “Inventions”), shall be works-made- for-hire and the Company shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to you whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company under the immediately preceding sentence, then you hereby irrevocably assign and agree to assign any and all of your right, title and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized or developed, to the Company, and the Company shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company without any further payment to you whatsoever. As to any Invention that you are required to assign, you shall promptly and fully disclose to the Company all information known to you concerning such Invention. You hereby waive and quitclaim to the Company any and all claims, of any nature

Ms. Silverstein (Rego)

February 22, 2021

whatsoever, that you now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company.

12. You shall not, whether in writing or orally, malign, denigrate or disparage the Company, its respective predecessors and successors, and all of the respective current or former directors, officers, employees, shareholders, partners, members, agents or representatives of any of the foregoing, with respect to any of their respective past or present activities, or otherwise publish (whether in writing or orally) statements that tend to portray any of the aforementioned parties in an unfavorable light; provided that nothing herein shall or shall be deemed to prevent or impair you from, in the course of and consistent with his duties for the Company, making public comments which include good faith, candid discussions, or acknowledgements regarding the Company’s performance or business, or discussing other officers, directors, and employees in connection with normal performance evaluations, or otherwise testifying truthfully in any legal or administrative proceeding where such testimony is compelled, or requested or from otherwise complying with legal requirements. You further agree to keep confidential the existence of, and any information concerning, any dispute between you and the Company, except that you may disclose information concerning such dispute to your immediate family, to the court that is considering such dispute or to your legal counsel and other professional advisors (provided that such counsel and other advisors agree not to disclose any such information other than as necessary to the prosecution or defense of such dispute).

13. You represent, warrant and covenant that as of the date hereof: (i) you have the full right, authority and capacity to perform your obligations hereunder, (ii) you are not bound by any agreement that conflicts with or prevents or restricts the full performance of your duties and obligations to the Company hereunder and (iii) the execution and delivery of this letter shall not result in any breach or violation of, or a default under, any existing obligation, commitment or agreement to which you are subject.

14. The Company may deduct and withhold from any amounts payable to you such Federal, state, local, non-U.S. or other taxes as are required or permitted to be withheld pursuant to any applicable law or regulation.

15. You acknowledge that your employment will be at-will. This means that either you or the Company may end your employment at any time, with or without cause, and with or without notice and without any obligation to you except to pay you for your salary through the date of termination. You further acknowledge and agree that nothing is this letter is intended to or does create a contract of employment.

16. Your employment is contingent upon a satisfactory background check (including, without limitation, pre-hire drug testing), ratification by the Company’s Board of Director and/or its Audit Committee and your having and maintaining authorization to work in the United States. The Company reserves the right to terminate your employment should you fail to possess or maintain such work authorization, or if such work authorization expires. You agree and understand that it is the policy of the Company to maintain a drug-free workplace. You hereby consent to a pre-hire drug test as a condition to your employment. You understand that the

Ms. Silverstein (Rego)

February 22, 2021

Company has the right, upon reasonable suspicion, to demand you immediately undergo testing for the presence of illegal or inappropriate drug usage.

17. For purposes of paragraphs 7, 8, 9, 10, 11 and 12 of this letter, references to the Company shall include its subsidiaries and Affiliates.

18. You acknowledge that a violation by you of any of the provisions in paragraphs 7, 8, 9, 10, 11 and 12 would cause irreparable damage to the Company in an amount that would be material but not readily ascertainable, and that any remedy at law (including the payment of damages) would be inadequate. Accordingly, you agrees that, notwithstanding any provision of this letter to the contrary, the Company, shall be entitled (without the necessity of showing economic loss or other actual damage) to injunctive relief (including temporary restraining orders, preliminary injunctions and/or permanent injunctions) in any court of competent jurisdiction for any actual or threatened breach of any of the covenants set forth in paragraphs 7, 8, 9, 10, 11 and 12 in addition to any other legal or equitable remedies it may have. The preceding sentence shall not be construed as a waiver of the rights that the Company may have for damages under this letter or otherwise, and all of the Company’s rights shall be unrestricted.

19. The Company reserves the right, at any time, to modify the terms hereof, including, without limitation, salary and benefits. The failure of a party to insist upon strict adherence to any term of this letter on any occasion shall not be considered a waiver of such party’s rights or deprive such party of the right thereafter to insist upon strict adherence to that term or any other term of this letter. No failure or delay by either party in exercising any right or power hereunder will operate as a waiver thereof, nor will any single or partial exercise of any such right or power, or any abandonment of any steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. This offer letter contains the entire terms of the offer of employment extended hereunder, and supersedes all prior or contemporaneous oral or written understandings or previous offers extended by the Company.

20. You have until Friday, February 26, 2021 to accept the terms of this offer by executing below and delivering an executed copy to the Company’s representatives; after such date, this offer set forth in this letter shall expire and be rescinded by the Company.

21. The rights and obligations of the parties under the provisions of this letter shall survive, and remain binding and enforceable, notwithstanding the termination of this letter, the termination of your employment or services hereunder.

[Signature page follows]

Ms. Silverstein (Rego)

February 22, 2021

	Sincerely,


	/s/ Craig D. Fischer
	Craig D. Fischer
	Chief Financial Officer

Accepted and agreed to


By:	/s/ Monica Silverstein
	Monica Silverstein (Rego)
Date: February 24, 2021

[Signature Page to Offer Letter – Monica Silverstein (Rego)]

Appendix

Defined Terms

“Affiliate” means, with respect to any specified Person, any other Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such specified Person, provided that, in any event, any business in which the Company has any direct or indirect ownership interest shall be treated as an Affiliate of the Company.

“Confidential Information” means information, observations and data concerning the business or affairs of the Company, including, without limitation, all business information (whether or not in written form) which relates to the Company, or its customers, suppliers or contractors or any other third parties in respect of which the Company has a business relationship or owes a duty of confidentiality, or their respective businesses or products, and which is not known to the public generally other than as a result of your breach of this letter, including but not limited to: technical information or reports; formulas; trade secrets; unwritten knowledge and “know-how”; operating instructions; training manuals; customer lists; customer buying records and habits; product sales records and documents, and product development, marketing and sales strategies; market surveys; marketing plans; profitability analyses; product cost; long-range plans; information relating to pricing, competitive strategies and new product development; information relating to any forms of compensation or other personnel-related information; contracts; and supplier lists.

“Control” (including, with correlative meanings, the terms “Controlled by” and “under common Control with”), as used with respect to any Person, means the direct or indirect possession of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

“Governmental Entity” means any national, state, county, local, municipal or other government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality.

“Person” means any individual, firm, corporation, partnership, limited liability company, trust, joint venture, association, Governmental Entity, unincorporated entity or other entity.

“Plan” means the Hemisphere Media Group, Inc. Amended and Restated 2013 Equity Incentive Plan.

Exhibit 10.3

Execution Copy

EMPLOYMENT AGREEMENT (the “Agreement”) dated as of May 5, 2021, between Hemisphere Media Group, Inc., a Delaware corporation (the “Company”), and Paul Presburger (“Executive”).

WHEREAS, the Company desires to employ Executive, and Executive desires to be employed by the Company, for the period and upon such other terms and conditions of this Agreement; and

WHEREAS Executive’s agreement to enter into this Agreement and be bound by the terms hereof, including the restrictive covenants herein, is a material inducement to the Company’s willingness to grant stock options and restricted stock to Executive and the Company would not otherwise grant such stock options and restricted stock to Executive if Executive did not agree to enter into this Agreement.

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained herein, and intending to be legally bound hereby, the parties hereto agree as set forth below:

1.Term. (a) The term of Executive’s employment under this Agreement shall be effective on March 31, 2021 (the “Start Date”), and shall continue until March 31, 2024 (the “Expiration Date”); provided, however, that Executive’s employment and this Agreement may be terminated at any time pursuant to the provisions of Section 4. The period of time from the Start Date through the termination of this Agreement and Executive’s employment hereunder pursuant to its terms is herein referred to as the “Term”.

(b)Executive agrees and acknowledges that the Company has no obligation to extend the Term or to continue Executive’s employment following the Expiration Date, and Executive expressly acknowledges that no promises or understandings to the contrary have been made or reached. Executive also agrees and acknowledges that, should Executive and the Company choose to continue Executive’s employment for any period of time following the Expiration Date without extending the term of Executive’s employment under this Agreement or entering into a new written employment agreement, Executive’s employment with the Company shall be “at will”, such that the Company may terminate Executive’s employment at any time, with or without reason and with or without notice, and Executive may resign at any time, with or without reason and with or without notice.

(c)For purposes of this Agreement, the following terms, as used herein, shall have the definitions set forth below.

“Change in Control” means either (i) a Change in Control as defined in the Plan or (ii) any equity acquisition, acquisition of securities convertible into or exchangeable for voting securities, merger, or other similar transaction by any one or more individuals or entities (other than other than any “Permitted Transferee”, as such term is defined in the Company’s Amended and Restated Certificate of Incorporation) following which Pantaya, LLC, a Delaware limited liability company and a subsidiary of the Company (“Pantaya”) is no longer treated as a consolidated subsidiary of the Company.

“Person” means any individual, firm, corporation, partnership, limited liability company, trust, joint venture, association, Governmental Entity, unincorporated entity or other entity.

“Plan” means the Hemisphere Media Group, Inc. Amended and Restated 2013 Equity Incentive Plan.

2.Duties and Responsibilities. (a) During the Term, Executive agrees to be employed and devote substantially all of Executive’s business time and efforts to the Company and the promotion of its interests and the performance of Executive’s duties and responsibilities hereunder as Chief Executive Officer of Pantaya and Pantelion 2.0, upon the terms and conditions of this Agreement. Executive shall perform such lawful duties and responsibilities as directed from time to time by the Board of Directors of the Company (the “Board”) or the Chief Executive Officer of the Company (“CEO”) that are customary for the Chief Executive Officer of a company of the size and nature of Pantaya and Pantelion 2.0.

(b)During the Term, Executive shall report directly to the CEO or a C-suite level Chief Operating Officer who receives reports from all Division Heads of the Company. Executive acknowledges that Executive’s duties and responsibilities shall require Executive to travel on business to the extent necessary to fully perform Executive’s duties and responsibilities hereunder. It is anticipated that Executive shall physically be on Pantaya’s premises currently located at 2700 Colorado Ave., Santa Monica, CA 90404 (or traveling on Company business) during normal business hours (unless absent due to vacation, injury, illness or other approved leave of absence).

(c)During the Term, Executive shall use Executive’s best efforts to faithfully and diligently serve the Company and shall not act in any capacity that is in conflict with Executive’s duties and responsibilities hereunder; provided, however, Executive may manage Executive’s personal investments and affairs and participate in non-profit, educational, charitable and civic activities, to the extent that such activities do not interfere with the performance of Executive’s duties hereunder, and are not in conflict with the business interests of the Company or its Affiliates or otherwise compete with the Company or its Affiliates. Except as provided in the immediately preceding sentence, for the avoidance of doubt, during the Term Executive shall not be permitted to become engaged in or render services for any Person other than the Company and its Affiliates, and shall not be permitted to be a member of the board of directors of any company, in any case without the consent of the Company (for all purposes under this Agreement, any required consent of the Company shall be evidenced by a duly authorized resolution of the Board); provided, however, Executive may continue to serve on any boards of directors upon which Executive is currently serving as of the Start Date and set forth on Exhibit A.

3.Compensation and Related Matters. (a) Base Salary. During the Term, for all services rendered under this Agreement, Executive shall receive an annualized base salary (“Base Salary”) at a rate of $650,000 from the Start Date through December 31, 2021, and $750,000 on and after January 1, 2022, in each case, payable in accordance with the Company’s applicable payroll practices.

Base Salary shall be subject to review by the Board annually for increases, but not decreases, deemed necessary or appropriate in its sole discretion. References in this Agreement to “Base Salary” shall be deemed to refer to the most recently effective annual base salary rate.

(b)Annual Bonus.

(i)During the Term, subject to Section 4(b), for each calendar year, Executive shall have the opportunity to earn an annual bonus (“Annual Bonus”) based on performance against specified objective (including budgetary or EBITDA based, number of subscribers and Pantaya profitability) performance criteria (“Performance Goals”) established and determined by the CEO of the Company in his or her sole discretion, subject to Executive’s continued employment through December 31 of each such calendar year. The CEO shall set such Performance Goals within ninety (90) days after the Company’s calendar year end for each year of the Term. The Annual Bonus shall be equal to 35% of Base Salary (the “Target Bonus”). For the avoidance of doubt, the Annual Bonus for the calendar year 2021, if any, will be prorated by multiplying the actual Annual Bonus that Executive would have been entitled to receive for the entire calendar year, by a fraction, the numerator of which is the number of calendar days between the Start Date and December 31, 2021, and the denominator of which is 365.

(ii)Any Annual Bonus payable for any calendar year shall be paid in cash as soon as practicable following the determination of the Company’s performance results for such calendar year, but in no event later than March 15^th of the calendar year following the calendar year to which such Annual Bonus relates.

(c)One-Time Subscriber Bonus. Executive shall be entitled to a one-time subscriber bonus equal to $50,000 (the “One-Time Subscriber Bonus”) if Pantaya achieves over one million paid subscribers prior to June 30, 2021 and maintains at least this level of paid subscribers for at least 60 consecutive days (the “Subscriber Bonus Condition”). Subject to Executive’s continued employment through the date that the Subscriber Bonus Condition is achieved, the One-Time Subscriber Bonus shall be paid in cash within 15 business days of such date.

(d)Equity. On the Start Date, the Company granted Executive (i) 100,000 restricted shares of Company common stock (“Stock”) (the “Restricted Stock”) and (ii) an option to purchase 252,000 shares of Stock (the “Performance Stock Option” and together with the Restricted Stock the “Equity Awards”), each pursuant to, and subject to, the terms of the Plan and, respectively, a restricted stock award agreement and a nonqualified stock option award agreement, in each case, substantially consistent with the forms previously approved by the Company. Each share of Stock subject to the Performance Stock Option has an exercise price equal to the fair market value of a share of Stock on the date of grant, and the Equity Awards will vest in accordance with the terms and conditions as set forth on Exhibit B attached hereto, which shall be reflected in the definitive award agreements. Additionally, Executive received an award of 132,843 fully vested shares of Stock issued under the Equity Plan on the Start Date (the “Vested Stock”). The Vested Stock will be uncertificated and shall be subject to a lock-up restriction for a period beginning on the Start Date and ending on the earliest to occur of (i) the date that is two (2) years following the Start Date, (ii) the occurrence of an event that causes Equity Acceleration (as defined below) and (iii) the date Executive’s employment is terminated either by the Company without Cause (as defined below) or as a result of a resignation by Executive for Good Reason (as defined below), during which time Executive shall not, directly or indirectly, without the prior written consent of the Company, offer, sell, contract to sell, transfer, pledge, grant any option to purchase, make any short sale or otherwise dispose of any of the Vested Stock or any options or warrants to purchase any Vested Stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of the Vested Stock or engage in any hedging or other transaction which is designed to

or which reasonably could be expected to lead to or result in a sale or disposition of the Vested Stock. Notwithstanding anything to the contrary in this Section 3(d), the Company shall permit Executive to dispose of, and the Company shall withhold, a number of shares of Stock otherwise issuable or deliverable to Executive pursuant to the Vested Stock award with a Fair Market Value on the Start Date equal to the tax withholding liability applicable to such Vested Stock award. For the avoidance of doubt, nothing in this Section 3(d) shall be construed to apply to any shares of capital stock of the Company owned by Executive other than the Vested Stock.

(e)Benefits and Perquisites. During the Term, Executive shall be entitled to participate in the benefit plans and programs commensurate with Executive’s position, that are provided by the Company from time to time for its senior executives generally, subject to the terms and conditions of such plans. In addition, during the Term, the Company will provide the Executive with a reserved parking spot at the Company’s premises, to the extent available.

(f)Business Expense Reimbursements. During the Term, the Company shall promptly reimburse Executive for Executive’s reasonable and necessary business expenses incurred in connection with performing Executive’s duties hereunder in accordance with its then prevailing policies and procedures for expense reimbursement (which shall include appropriate itemization and substantiation of expenses incurred), including reimbursement for business class air travel on flights that are longer than three hours, as determined by flying time from origin to final destination and a personal cellular device. For purposes of Executive’s business travel, the Executive may travel by United Airlines, to the extent United Airlines flies to the subject destination; provided, that the Executive shall be responsible for the full amount of the difference, if any, between the lowest fare available from other major first world airline carriers (in the United States, such airlines being American and Delta) with respect to the flight in question and the fare selected by the Executive. Additionally, the Executive may travel to the Cannes, Toronto and Berlin film festivals, subject to the foregoing business travel terms and conditions.

(g)Vacation. During the Term, Executive shall be entitled to four weeks paid vacation each calendar year, in accordance with the Company’s vacation policy to be taken at such times as may be mutually agreed by Executive and the Company. Unused vacation time shall carry over into the next Calendar year provided that Executives vacation time shall not exceed eight weeks in any calendar year.

(h)Attorney’s Fees. The Company shall reimburse the Executive within thirty (30) days following the execution of this Agreement his reasonable attorneys’ fees incurred in connection with the amendment and restatement of this Agreement, up to a maximum of $10,000, subject to appropriate itemization and substantiation of expenses incurred.

(i)Indemnification. The Company agrees that in the event Executive is, or is threatened to be, made a party to any pending, contemplated or threatened action, suit, arbitration or other proceeding, whether civil, criminal, administrative or investigative, and whether formal or informal (each a “Proceeding”), by reason of the fact that Executive is or was, or had agreed to become, an officer, employee, agent, representative or fiduciary of the Company, or is or was serving at the request of the Company as a board member, officer, employee, agent or fiduciary of another Person, the Company shall indemnify and hold Executive harmless, to the maximum extent permitted by the Company’s governing documents or, if greater, by applicable law (but not in any event in contravention of the Company’s governing documents), against all expenses, damages, liabilities and losses incurred by Executive, provided that Executive acted in good faith and in a manner that he reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal Proceeding, had no

reasonable cause to believe his conduct was unlawful; provided, further, that Executive shall not be entitled to any such indemnification (A) in respect of any Proceeding based upon or attributable to Executive gaining in fact any personal profit or advantage to which he is not entitled or resulting from Executive’s fraudulent, dishonest or willful misconduct, (B) to the extent Executive has already received indemnification or payment pursuant to the Company’s operating agreement or other governing documents, D&O insurance or otherwise or (C) in respect of any Proceeding initiated by Executive, unless the Company has joined in or the Board has authorized such Proceeding. Expenses incurred by Executive in defending any claim shall be paid by the Company in advance of the final disposition of such claim upon receipt by the Company of an undertaking by or on behalf of Executive to repay such amount if it shall be ultimately determined that Executive is not entitled to be indemnified by the Company pursuant to this Section 3(i). To the extent the Company maintains an insurance policy covering the errors and omissions of its Board members and officers, Executive shall be covered by such policy during the Term and for six years following Executive’s termination of employment in a manner no less favorable than Board members and other officers of the Company.

4.Termination of Employment(a). (a) Executive’s employment may be terminated by either party at any time and for any reason; provided, however, that Executive shall be required to give the Company at least 60 days advance written notice of any voluntary resignation of Executive’s employment hereunder (and in such event the Company in its sole discretion may elect to accelerate Executive’s date of termination of employment, it being understood that such termination shall still be treated as a voluntary resignation for purposes of this Agreement). Notwithstanding the foregoing, Executive’s employment shall automatically terminate upon Executive’s death.

(b)Following any termination of Executive’s employment, notwithstanding any provision to the contrary in this Agreement, the obligations of the Company to pay or provide Executive with compensation and benefits under Section 3 shall cease, and the Company shall have no further obligations to provide compensation or benefits to Executive hereunder except (i) for payment of (w) any accrued but unpaid Base Salary through the date of termination, (x) any unpaid Annual Bonus for the year prior to which the termination occurs, (y) any accrued but unused vacation days, and (z) any unreimbursed business expenses, (ii) as explicitly set forth in any other benefit plans, programs or arrangements applicable to terminated employees in which Executive participates, other than severance plans or policies, and (iii) as otherwise expressly required by applicable law (collectively, the “Accrued Obligations”). For the avoidance of doubt, (A) any Annual Bonus for the year of termination of employment is forfeited if Executive’s employment is terminated for Cause or resignation by Executive other than for Good Reason, and (B) in the case of Executive’s death, any payments to be made to Executive in accordance with this Section 4 shall be paid to Executive’s beneficiaries, devisees, heirs, legates or estate, as applicable.

(c)(i)Except as otherwise provided herein, if Executive’s employment is terminated (I) by the Company without Cause (other than due to death or Disability (as defined below)) or (II) by the Executive for Good Reason, then Executive, in addition to the Accrued Obligations, shall be entitled to receive, subject to delivery of the Release, (A) Base Salary continuation equal to the greater of (x) 50% of the aggregate Base Salary that would be payable from the date of termination through the end of the Term or (y) 12 months’ Base Salary that would be payable from the date of termination through the 12 month anniversary of the date of termination (the “Severance Payments”), (B) the product of (x) the actual Annual Bonus that Executive would have been entitled to receive for the year of termination had Executive continued to be employed through the end of the calendar year in which such termination occurs, and (y) a fraction, the numerator of which is the number of calendar days Executive was employed in the calendar year of termination, and the denominator of which is 365 (the “Pro Rata

Bonus”), and (C) if the Executive is then enrolled in the Company’s medical and dental plans on the date of termination and the Executive (or his estate or legal representative on behalf of his dependents) elects to continue his participation (if applicable) and that of his eligible dependents in those plans for a period of time under the federal law known as “COBRA” (or an applicable state-law COBRA corollary) (“COBRA Continuation”) then until the 12-month anniversary of Executive’s termination of employment or, if earlier, until the date the Executive enrolls in the medical and dental plans offered in connection with his new employment, the Company will pay 100% of all costs of such participation. The Severance Payments shall be paid immediately following such termination in substantially equal installments consistent with the Company’s payroll practices, and the Pro Rata Bonus shall be paid on the date that other executives are paid their annual bonuses in respect of the year in which Executive’s termination occurs. In addition, the Equity Awards shall accelerate and vest in full upon the termination date, with performance achievement with respect to the Measurement Year (as defined in Exhibit B attached hereto) in which the termination occurs or any Measurement Year thereafter, deemed achieved at 100% (the “Equity Acceleration”).

(ii)If Executive’s employment is terminated hereunder due to the Company’s election not to extend the Term beyond the scheduled expiration of the Term on the Expiration Date as contemplated under Section 1(a), because ninety (90) days prior the expiration of the Term, the Company (or Pantaya) has either (I) not offered a renewal of this Agreement or (II) offers a renewal on less favorable terms with respect to Section 3(a) and 3(b) of this Agreement, then Executive, in addition to the Accrued Obligations, shall be entitled to receive, subject to delivery of the Release, (A) 12 months’ of Base Salary continuation (subject to mitigation by Executive), payable in substantially equal installments consistent with the Company’s payroll practices, (B) the Pro Rata Bonus, paid on the date that other executives are paid their annual bonuses in respect of the year in which Executive’s termination occurs and (C) COBRA Continuation until the 12-month anniversary of Executive’s termination of employment or, if earlier, until the date the Executive enrolls in the medical and dental plans offered in connection with his new employment, the Company will pay 100% of all costs of such participation. Notwithstanding the foregoing, upon sixty (60) days’ notice, the Company may elect, in its sole discretion, to cease payment of the Base Salary continuation set forth in clause (A) of the preceding sentence, provided, that (X) at least six (6) months’ of Base Salary continuation will be required to be paid prior to the effective date of such cessation of payment and (Y) the Restriction Period (defined below) for purposes of Section 5(a)(i) shall only apply through the final payment of such Base Salary continuation. If ninety (90) days prior to expiration of the Term on the Expiration Date as contemplated under Section 1(a), the Company (or Pantaya) has offered a renewal of this Agreement on no less favorable terms with respect to Section 3(a) and 3(b) of this Agreement, and the Executive elects not to accept such renewal Agreement and terminates employment upon the Expiration Date, then Executive, in addition to the Accrued Obligations, shall be entitled to receive, subject to delivery of the Release, 12 months’ of Base Salary continuation (subject to mitigation by Executive), payable in substantially equal installments consistent with the Company’s payroll practices; provided, that, upon sixty (60) days’ notice (or, if shorter, upon the date that the Executive elects not to renew the Agreement), the Company may elect, in its sole discretion, not to pay, or cease payment of, the Base Salary continuation and in such event the Restriction Period for purposes of Section 5(a)(i) shall only apply through the final payment of such Base Salary continuation. For the avoidance of doubt, if the Company elects not to pay any Base Salary continuation in the scenario described in the foregoing sentence, the Executive shall not be subject to the restrictions set forth in Section 5(a)(i).

(iii)If Executive’s employment is terminated at any time 60 days before or within 12 months following a Change in Control (I) by the Company without Cause (other than due to death or Disability), or (II) by the Executive for Good Reason, then Executive, in addition to the

Accrued Obligations but in lieu of the payments described in Section 4(c)(i), shall be entitled to receive, subject to delivery of the Release, (A) a lump sum cash payment equal to the greater of (x) 50% of the aggregate Base Salary that would be payable from the date of termination through the end of the Term or (y) 24 months’ Base Salary, paid within 30 business days following the execution of the Release that has become irrevocable by its terms, (B) the Pro Rata Bonus, paid on the date that other executives are paid their annual bonuses in respect of the year in which Executive’s termination occurs, and (C) COBRA Continuation until the 12-month anniversary of Executive’s termination of employment or, if earlier, until the date the Executive enrolls in the medical and dental plans offered in connection with his new employment, the Company will pay 100% of all costs of such participation. Executive will additionally be entitled to the Equity Acceleration. Notwithstanding the preceding, to the extent any portion of a lump sum payment payable under this Section 4(c)(iii) would violate Section 409A (as defined below), then such portion shall be paid during the 12-month period immediately following such termination in substantially equal installments consistent with the Company’s payroll practices.

(iv)If Executive’s employment is terminated hereunder due to the Company’s election not to extend the Term beyond the scheduled expiration of the Term on the Expiration Date as contemplated under Section 1(a) in connection with a Change in Control, because 90 days prior the expiration of the Term, the Company (or Pantaya) has either (I) not offered a renewal of this Agreement or (II) offers a renewal on less favorable terms with respect to Section 3(a) and 3(b) of this Agreement, then Executive, in addition to the Accrued Obligations, shall be entitled to receive, subject to delivery of the Release, (A) a lump sum cash payment equal to 12 months’ of Base Salary, paid within 30 business days following the execution of the Release that has become irrevocable by its terms, (B) the Pro Rata Bonus, paid on the date that other executives are paid their annual bonuses in respect of the year in which Executive’s termination occurs and (C) COBRA Continuation until the 12-month anniversary of Executive’s termination of employment or, if earlier, until the date the Executive enrolls in the medical and dental plans offered in connection with his new employment, the Company will pay 100% of all costs of such participation. Executive will additionally be entitled to the Equity Acceleration. Notwithstanding the preceding, to the extent any portion of a lump sum payment payable under this Section 4(c)(iv) would violate Section 409A (as defined below), then such portion shall be paid during the 12-month period immediately following such termination in substantially equal installments consistent with the Company’s payroll practices.

(v)If Executive’s employment is terminated due to death or by the Company due to Disability, then Executive, in addition to the Accrued Obligations, shall be entitled to receive (i) immediate vesting with respect to the portion of each Equity Award that was scheduled to vest during the calendar year Executive’s employment is terminated due to his death or by the Company due to Disability, with performance achievement deemed at 100% and (ii) payment of the Pro Rata Bonus, paid on the date that other executives are paid their annual bonuses in respect of the year in which Executive’s termination occurs.

(vi)Any payments or benefits under Section 4(c)(i), 4(c)(ii), 4(c)(iii), 4(c)(iv) or 4(c)(v) shall be (A) conditioned upon Executive and the Company having executed a mutual, irrevocable waiver and general release of claims substantially in a form attached hereto as Exhibit C (the “Release”) that has become effective in accordance with its terms, (B) subject to Executive’s continued compliance with the terms of this Agreement and (C) subject to Section 25. In addition, with respect to any COBRA Continuation payable in accordance with Section 4(c)(i), 4(c)(ii), 4(c)(iii) or 4(c)(iv), the Executive is required to notify the Company immediately if he begins new employment during any COBRA continuation period and to repay promptly any excess benefits contributions made by the

Company. After the Company’s contributions end, the Executive may continue benefits coverage for the remainder of the COBRA period, if any, by paying the full premium cost of such benefits.

(vii)For purposes of this Agreement, “Cause” means the occurrence of any of the following: (A) Executive’s conviction of a felony or plea of guilty or nolo contendere to a felony (other than a traffic violation); (B) commission, by act or omission, of any material act of dishonesty in the performance of Executive’s duties under this Agreement that causes material economic harm to the Company or its business reputation; (C) material breach of this Agreement by Executive that remains uncured (to the extent curable) for 15 days after he receives written notice from the Board demanding cure, after written notice; (D) any offense: (i) involving moral turpitude under federal, state or local laws that will likely bring Executive to public disrepute, contempt, scandal or ridicule, or, (ii) which has a substantial adverse effect on the business or reputation of the Company, including but not limited to, if at any time, in the reasonable, good faith opinion of the Company, Executive shall have committed or does commit any act, or if Executive shall have conducted or does conduct Executive’s behavior in a manner, which: (a) shall be an offense involving moral turpitude under federal, state or local laws, which will likely bring Executive to public disrepute, contempt, scandal or ridicule; and (b) has a substantial adverse effect on the business or reputation of the Company, the Company shall have the right to terminate this Agreement upon prior written notice to Executive given at any time following the date on which the commission of such act, or such conduct, shall have become known to the Company, (E) willful refusal to perform his duties for the Company or Pantaya, which refusal or failure remains uncured for 15 days after he receives written notice from the Board demanding cure; or (F) in carrying out his duties under this Agreement, Executive engages in willful misconduct, or gross neglect, that in either case causes material economic harm to the Company or Pantaya’s business or reputation.

(viii)For purposes of this Agreement, “Disability” means Executive would be entitled to long-term disability benefits under the Company’s long-term disability plan as in effect from time to time, without regard to any waiting or elimination period under such plan and assuming for the purpose of such determination that Executive is actually participating in such plan at such time. If the Company does not maintain a long-term disability plan, “Disability” means Executive’s inability to perform Executive’s duties and responsibilities hereunder due to physical or mental illness or incapacity that is expected to last for a consecutive period of 90 days or for a period of 120 days in any 365 day period as determined by the Board in its good faith judgment.

(ix)For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following events without Executive’s consent: (A) any material diminution by the Company in Executive’s duties, responsibilities or authority as measured against Executive’s responsibilities prior to the Change of Control, (B) any change in the positions to which Executive reports which results in Executive reporting to individuals with a materially lower level of authority than the individuals to whom Executive reports as of the date hereof; (C) a material diminution of Employee’s Base Salary or adjustment to the Paid Subscriber Goals (Executive’s consent not to be unreasonably withheld or delayed), (D) a requirement that Executive be based in a location that is located twenty-five (25) miles or more outside of the greater Los Angeles, California area; or, (E) a material breach of this Agreement by the Company provided, however, that any such condition shall not constitute “Good Reason” unless both: (x) Executive provides written notice to the Company of the condition claimed to constitute Good Reason within ninety (90) days of Executive’s knowledge of the initial existence of such condition; and, (y) the Company fails to remedy such condition within thirty (30) days of receiving such written notice thereof; and provided, further, that in all events the termination of Executive employment with the Company shall not be treated as a termination for “Good Reason” unless such termination occurs not more than one (1) year following Executive’s knowledge of the initial existence of the condition

claimed to constitute “Good Reason.” For these purposes, if Pantaya is purchased (or substantially all of the assets of Pantaya are purchased) by another entity, it shall not be considered a material diminution in responsibility if Executive is made Chief Executive Officer at that other entity (whether as a divisional Chief Executive Officer or otherwise).

(x)Upon termination of Executive’s employment for any reason, upon the Company’s request Executive agrees to resign, as of the date of such termination of employment or such other date requested, from the Board and any committees thereof (and, if applicable, from the board of directors (and any committees thereof) of any Affiliate of the Company) to the extent Executive is then serving thereon.

(d)The payment of any amounts accrued under any benefit plan, program or arrangement in which Executive participates shall be subject to the terms of the applicable plan, program or arrangement, and any elections Executive has made thereunder. Except as prohibited by the terms of any Company benefit plan, program or arrangement, the Company may offset any amounts due and payable by Executive to the Company or its subsidiaries against any amounts the Company owes Executive hereunder; provided, however, no offsets shall be permitted against amounts that constitute deferred compensation subject to Section 409A. Except as set forth in this Section 4(e), Executive shall be under no obligation to seek other employment or to otherwise mitigate the obligations of the Company under this Agreement, and there shall be no offset against amounts or benefits due to Executive under this Agreement or otherwise on account of any claim (other than any preexisting debts then due in accordance with their terms) the Company or its affiliates may have against him or any remuneration or other benefit earned or received by the Executive after such termination.

5.Noncompetition and Nonsolicitation. For purposes of Sections 5, 6, 7, 8, 9, 10 and 11 of this Agreement, references to the Company shall include its subsidiaries and Affiliates.

(a)Executive agrees that Executive shall not, while an employee of the Company and during the one-year period following termination of employment (such collective duration, the “Restriction Period”), directly or indirectly, without the prior written consent of the Company:

(i)(A) engage in activities or businesses (including without limitation by owning any interest in, managing, controlling, participating in, consulting with, advising, rendering services for, or in any manner engaging in the business of owning, operating or managing any business) anywhere in the world that are principally or primarily in the business of producing Spanish language media content, or owning or operating Hispanic television networks (“Competitive Activities”) or (B) assisting any Person in any way to do, or attempt to do, anything prohibited by this Section 5(a)(i)(A) above; or

(ii)perform any action, activity or course of conduct which is substantially detrimental to the businesses or business reputations of the Company, including (A) soliciting, recruiting or hiring (or attempting to solicit, recruit or hire) any employees of the Company or Persons who have worked for the Company during the 12-month period immediately preceding such solicitation, recruitment or hiring or attempt thereof; (B) soliciting or encouraging (or attempting to solicit or encourage) any employee of the Company to leave the employment of the Company; (C) intentionally interfering with the relationship of the Company with any Person who or which is employed by or otherwise engaged to perform services for, or any customer, client, supplier, licensee, licensor or other business relation of, the Company; or (D) assisting any Person in any way to do, or attempt to do, anything prohibited by Section 5(a)(ii)(A), (B) or (C) above.

The Restriction Period shall be tolled during (and shall be deemed automatically extended by) any period in which Executive is in violation of the provisions of this Section 5(a). Notwithstanding anything herein to the contrary, if Executive elects not to accept an offer to renew this Agreement and Executive is not entitled to any severance benefits under Section 4(c)(iv) then the Executive shall not be subject to the restrictions set forth in Section 5(a)(i).

(b)The provisions of Section 5(a) shall not be deemed breached as a result of (i) Executive’s passive ownership of less than an aggregate of 3% of any class of securities of a Person engaged, directly or indirectly, in Competitive Activities, so long as Executive does not actively participate in the business of such Person; provided, however, that such stock is listed on a national securities exchange or (ii) Executive’s rendering services following termination of employment with the Company as a lawyer at a law firm to such law firm’s clients in the normal course of its business (including without limitation any such clients engaged in Competitive Activities) (for the sake of clarity, Executive shall remain bound by the other restrictive covenants in this agreement, including but not limited to Section 6 hereof).

(c)Without limiting the generality of Section 11, notwithstanding the fact that any provision of this Section 5 is determined not to be specifically enforceable, the Company may nevertheless be entitled to recover monetary damages as a result of Executive’s material breach of such provision.

(d)Executive acknowledges that the Company has a legitimate business interest and right in protecting its Confidential Information (as defined below), business strategies, employee and customer relationships and goodwill, and that the Company would be seriously damaged by the disclosure of Confidential Information and the loss or deterioration of its business strategies, employee and customer relationships and goodwill. Executive acknowledges that Executive is being provided with significant additional consideration (to which Executive is not otherwise entitled), including stock options and restricted stock, to induce Executive to enter into this Agreement. Executive expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area. Executive further acknowledges that although Executive’s compliance with the covenants contained in Sections 5, 6, 7, 8 and 9 may prevent Executive from earning a livelihood in a business similar to the business of the Company, Executive’s experience and capabilities are such that Executive has other opportunities to earn a livelihood and adequate means of support for Executive and Executive’s dependents.

6.Nondisclosure of Confidential Information.

(a)Executive acknowledges that Executive is and shall become familiar with the Company’s Confidential Information (as defined below), including trade secrets, and that Executive’s services are of special, unique and extraordinary value to the Company. Executive acknowledges that the Confidential Information obtained by Executive while employed by the Company is the property of the Company. Therefore, Executive agrees that Executive shall not disclose to any unauthorized Person or use for Executive’s own purposes any Confidential Information without the prior written consent of the Company, unless and to the extent that the aforementioned matters become generally known to and available for use by the public other than as a result of Executive’s acts or omissions in violation of this Agreement; provided, however, that if Executive receives a request to disclose Confidential Information pursuant to a deposition, interrogatory, request for information or documents in legal proceedings, subpoena, civil investigative demand, governmental or regulatory process or similar process, (i) Executive shall promptly notify in writing the Company, and consult with and assist the Company in seeking a protective order or request for other appropriate remedy, (ii) in the

event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms hereof, Executive shall disclose only that portion of the Confidential Information which, in the written opinion of Executive’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to provide that the receiving Person shall agree to treat such Confidential Information as confidential to the extent possible (and permitted under applicable law) in respect of the applicable proceeding or process and (iii) the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof.

(b)For purposes of this Agreement, “Confidential Information” means information, observations and data concerning the business or affairs of the Company, including, without limitation, all business information (whether or not in written form) which relates to the Company, or its customers, suppliers or contractors or any other third parties in respect of which the Company has a business relationship or owes a duty of confidentiality, or their respective businesses or products, and which is not known to the public generally other than as a result of Executive’s breach of this Agreement, including but not limited to: technical information or reports; formulas; trade secrets; unwritten knowledge and “know-how”; operating instructions; training manuals; customer lists; customer buying records and habits; product sales records and documents, and product development, marketing and sales strategies; market surveys; marketing plans; profitability analyses; product cost; long-range plans; information relating to pricing, competitive strategies and new product development; information relating to any forms of compensation or other personnel-related information; contracts; and supplier lists. Confidential Information will not include such information known to Executive prior to Executive’s involvement with the Company or information rightfully obtained from a third party (other than pursuant to a breach by Executive of this Agreement) or any information that is in the public domain. Without limiting the foregoing, Executive agrees to keep confidential the existence of, and any information concerning, any dispute between Executive and the Company, except that Executive may disclose information concerning such dispute to his immediate family, to the court that is considering such dispute or to Executive’s legal counsel and other professional advisors (provided that such counsel and other advisors agree not to disclose any such information other than as necessary to the prosecution or defense of such dispute).

(c)Except as expressly set forth otherwise in this Agreement, Executive agrees that Executive shall not disclose the terms of this Agreement, except to Executive’s immediate family and Executive’s financial and legal advisors, or as may be required by law or ordered by a court. Executive further agrees that any disclosure to Executive’s financial or legal advisors shall only be made after such advisors acknowledge and agree to maintain the confidentiality of this Agreement and its terms.

(d)Executive further agrees that Executive will not improperly use or disclose any confidential information or trade secrets, if any, of any former employers or any other Person to whom Executive has an obligation of confidentiality, and will not bring onto the premises of the Company any unpublished documents or any property belonging to any former employer or any other Person to whom Executive has an obligation of confidentiality unless consented to in writing by the former employer or other Person.

7.Return of Property. Executive acknowledges that all notes, memoranda, specifications, devices, formulas, records, files, lists, drawings, documents, models, equipment, property, computer, software or intellectual property relating to the businesses of the Company, in whatever form (including electronic), and all copies thereof, that are received or created by Executive while an employee of the Company or its subsidiaries or Affiliates (including but not limited to Confidential Information and Inventions (as defined below)) are and shall remain the property of the Company, and Executive shall immediately return such property to the Company upon the termination of Executive’s employment and,

in any event, at the Company’s request. Executive further agrees that any property situated on the premises of, and owned by, the Company, including disks and other storage media, filing cabinets or other work areas, is subject to inspection by the Company’s personnel at any time with or without notice.

8.Intellectual Property Rights.

(a)Executive agrees that the results and proceeds of Executive’s services for the Company (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship) resulting from services performed while an employee of the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived or reduced to practice or learned by Executive, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire and the Company shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company under the immediately preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized or developed, to the Company, and the Company shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning such Invention. Executive shall retain all rights in and to his personal musical compositions composed prior to and after the Start Date, other than any musical compositions composed by the Executive that were expressly intended to be used by, or developed for, any media production of Pantaya, LLC and its Affiliates.

(b)Executive agrees that, from time to time, as may be requested by the Company and at the Company’s sole cost and expense, Executive shall do any and all things that the Company may reasonably deem useful or desirable to establish or document the Company’s exclusive ownership throughout the United States of America or any other country of any and all Proprietary Rights in any such Inventions, including the execution of appropriate copyright and/or patent applications or assignments. To the extent Executive has any Proprietary Rights in the Inventions that cannot be assigned in the manner described above, Executive unconditionally and irrevocably waives the enforcement of such Proprietary Rights. This Section 8(b) is subject to and shall not be deemed to limit, restrict or constitute any waiver by the Company of any Proprietary Rights of ownership to which the Company may be entitled by operation of law by virtue of the Company’s being Executive’s employer. Executive further agrees that, from time to time, as may be requested by the Company and at the Company’s sole cost and expense, Executive shall assist the Company in every proper and lawful way to obtain and from time to time enforce Proprietary Rights relating to Inventions in any and all countries. Executive shall execute, verify and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In addition, Executive shall execute, verify and deliver assignments of such Proprietary Rights to the

Company or its designees. Executive’s obligations under this Section 8 shall continue beyond the termination of Executive’s employment with the Company.

(c)Executive hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, that Executive now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company.

9.Nondisparagement. Executive shall not, whether in writing or orally, malign, denigrate or disparage the Company or its predecessors and successors, or any of the current or former directors, officers, employees, shareholders, partners, members, agents or representatives of any of the foregoing, with respect to any of their respective past or present activities, or otherwise publish (whether in writing or orally) statements that tend to portray any of the aforementioned parties in an unfavorable light; provided that nothing herein shall or shall be deemed to prevent or impair Executive from, in the course of and consistent with his duties for the Company, making public comments which include good faith, candid discussions, or acknowledgements regarding the Company’s performance or business, or discussing other officers, directors, and employees in connection with normal performance evaluations, or otherwise testifying truthfully in any legal or administrative proceeding where such testimony is compelled, or requested or from otherwise complying with legal requirements. The Company shall not, and shall instruct its senior executives not to, whether in writing or orally, malign, denigrate or disparage Executive, or otherwise publish (whether in writing or orally) statements that tend to portray Executive in an unfavorable light; provided that nothing herein shall or shall be deemed to prevent or impair the Company or any such executives discussing Executive in connection with normal performance evaluations or from testifying truthfully in any legal or administrative proceeding where such testimony is compelled, or requested or from otherwise complying with legal requirements.

10.Notification of Subsequent Employer. Executive hereby agrees that prior to accepting employment with, or agreeing to provide services to, any other Person during any period during which Executive remains subject to any of the covenants set forth in Section 5, Executive shall provide such prospective employer with written notice of such provisions of this Agreement, with a copy of such notice delivered simultaneously to the Company.

11.Remedies and Injunctive Relief. Executive acknowledges that a violation by Executive of any of the covenants contained in Section 5, 6, 7, 8 or 9 would cause irreparable damage to the Company in an amount that would be material but not readily ascertainable, and that any remedy at law (including the payment of damages) would be inadequate. Accordingly, Executive agrees that, notwithstanding any provision of this Agreement to the contrary, the Company shall be entitled (without the necessity of showing economic loss or other actual damage) to injunctive relief (including temporary restraining orders, preliminary injunctions and/or permanent injunctions) in any court of competent jurisdiction for any actual or threatened breach of any of the covenants set forth in Section 5, 6, 7, 8 or 9 in addition to any other legal or equitable remedies it may have. The preceding sentence shall not be construed as a waiver of the rights that the Company may have for damages under this Agreement or otherwise, and all of the Company’s rights shall be unrestricted.

12.Representations of Executive; Advice of Counsel. (a) Executive represents, warrants and covenants that as of the date hereof: (i) Executive has the full right, authority and capacity to enter into this Agreement and perform Executive’s obligations hereunder, (ii) Executive is not bound by any agreement that conflicts with or prevents or restricts the full performance of Executive’s duties and obligations to the Company hereunder during or after the Term and (iii) the execution and delivery of

this Agreement shall not result in any breach or violation of, or a default under, any existing obligation, commitment or agreement to which Executive is subject.

(b)Executive represents that, prior to execution of this Agreement, Executive has been advised by an attorney of Executive’s own selection regarding this Agreement. Executive acknowledges that Executive has entered into this Agreement knowingly and voluntarily and with full knowledge and understanding of the provisions of this Agreement after being given the opportunity to consult with counsel. Executive further represents that in entering into this Agreement, Executive is not relying on any statements or representations made by any of the Company’s directors, officers, employees or agents which are not expressly set forth herein, and that Executive is relying only upon Executive’s own judgment and any advice provided by Executive’s attorney.

13.Cooperation. Executive agrees that, upon reasonable notice and without the necessity of the Company obtaining a subpoena or court order, Executive shall provide reasonable cooperation in connection with any suit, action or proceeding (or any appeal from any suit, action or proceeding), and any investigation and/or defense of any claims asserted against any of Executive and the Company, its respective Affiliates, their respective predecessors and successors, and all of the respective current or former directors, officers, employees, shareholders, partners, members, agents or representatives of any of the foregoing, which relates to events occurring during Executive’s employment with the Company and its Affiliates as to which Executive may have relevant information (including but not limited to furnishing relevant information and materials to the Company or its designee and/or providing testimony at depositions and at trial), provided that with respect to such cooperation occurring following termination of employment, the Company shall reimburse Executive for expenses reasonably incurred in connection therewith, and further provided that any such cooperation occurring after the termination of Executive’s employment shall be scheduled to the extent reasonably practicable so as not to unreasonably interfere with Executive’s business or personal affairs.

14.Withholding Taxes. The Company may deduct and withhold from any amounts payable under this Agreement such Federal, state, local, non-U.S. or other taxes as are required or permitted to be withheld pursuant to any applicable law or regulation.

15.Assignment. (a) This Agreement is personal to Executive and without the prior written consent of the Company shall not be assignable by Executive, except for the assignment by will or the laws of descent and distribution of any accrued pecuniary interest of Executive, and any assignment in violation of this Agreement shall be void. The Company may assign this Agreement, and its rights and obligations hereunder, to any of its Affiliates.

(b)This Agreement shall be binding on, and shall inure to the benefit of, the parties to it and their respective heirs, legal representatives, successors and permitted assigns (including, without limitation, successors by merger, consolidation, sale or similar transaction, and, in the event of Executive’s death, Executive’s estate and heirs in the case of any payments due to Executive hereunder).

(c)Executive acknowledges and agrees that all of Executive’s covenants and obligations to the Company, as well as the rights of the Company hereunder, shall run in favor of and shall be enforceable by the Company and its successors and assigns.

16.Governing Law; No Construction Against Drafter. This Agreement shall be deemed to be made in the State of Delaware, and the validity, interpretation, construction, and performance of this Agreement in all respects shall be governed by the laws of the State of Delaware without regard to its principles of conflicts of law. No provision of this Agreement or any related

document will be construed against or interpreted to the disadvantage of any party hereto by any court or other governmental or judicial authority by reason of such party having or being deemed to have structured or drafted such provision.

17.Consent to Jurisdiction; Waiver of Jury Trial. (a) Except as otherwise specifically provided herein, Executive and the Company each hereby irrevocably submits to the exclusive jurisdiction of the United States District Court for the District of Delaware (or, if subject matter jurisdiction in that court is not available, in any state court located within the State of Delaware) over any dispute arising out of or relating to this Agreement. Except as otherwise specifically provided in this Agreement, the parties undertake not to commence any suit, action or proceeding arising out of or relating to this Agreement in a forum other than a forum described in this Section 17(a); provided, however, that nothing herein shall preclude the Company from bringing any suit, action or proceeding in any other court for the purposes of enforcing the provisions of this Section 17 or enforcing any judgment obtained by the Company.

(b)The agreement of the parties to the forum described in Section 17(a) is independent of the law that may be applied in any suit, action, or proceeding and the parties agree to such forum even if such forum may under applicable law choose to apply non-forum law. The parties hereby waive, to the fullest extent permitted by applicable law, any objection which they now or hereafter have to personal jurisdiction or to the laying of venue of any such suit, action or proceeding brought in an applicable court described in Section 17(a), and the parties agrees that they shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court. The parties agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any suit, action or proceeding brought in any applicable court described in Section 17(a) shall be conclusive and binding upon the parties and may be enforced in any other jurisdiction.

(c)The parties hereto irrevocably consent to the service of any and all process in any suit, action or proceeding arising out of or relating to this Agreement by the mailing of copies of such process to such party at such party’s address specified in Section 22.

(d)Each party hereto hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any suit, action or proceeding arising out of or relating to this Agreement. Each party hereto (i) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such party would not, in the event of any action, suit or proceeding, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other party hereto has been induced to enter into this Agreement by, among other things, the mutual waiver and certifications in this Section 17(d).

(e)Each party shall bear its own costs and expenses (including reasonable attorneys’ fees and expenses) incurred in connection with any dispute arising out of or relating to this Agreement; provided that, the Company shall reimburse the Executive for reasonable attorneys’ fees and expenses to the extent that Executive substantially prevails as to a material issue with respect to any matters subject to dispute hereunder.

18.Amendment; No Waiver. No provisions of this Agreement may be amended, modified, waived or discharged except by a written document signed by Executive and a duly authorized officer of the Company (other than Executive). The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver of such party’s rights or deprive such party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement. No failure or delay by either party in exercising any right or power hereunder will

operate as a waiver thereof, nor will any single or partial exercise of any such right or power, or any abandonment of any steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power.

19.Severability. If any term or provision of this Agreement is invalid, illegal or incapable of being enforced by any applicable law or public policy, all other conditions and provisions of this Agreement shall nonetheless remain in full force and effect so long as the economic and legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to any party; provided, however, that if any term or provision of Section 5, 6, 7, 8 or 9 is invalid, illegal or incapable of being enforced by any applicable law or public policy, all other conditions and provisions of this Agreement shall nonetheless remain in full force and effect to the fullest extent permitted by law; provided further, that in the event that any court of competent jurisdiction shall finally hold in a non-appealable judicial determination that any provision of Section 5, 6, 7, 8 or 9 (whether in whole or in part) is void or constitutes an unreasonable restriction against Executive, such provision shall not be rendered void but shall be deemed to be modified to the minimum extent necessary to make such provision enforceable for the longest duration and the greatest scope as such court may determine constitutes a reasonable restriction under the circumstances. Subject to the foregoing, upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

20.Entire Agreement. This Agreement, including the Exhibits hereto, constitutes the entire agreement and understanding between the Company and Executive with respect to the subject matter hereof and supersedes all prior agreements and understandings (whether written or oral), between Executive and the Company, relating to such subject matter. None of the parties shall be liable or bound to any other party in any manner by any representations and warranties or covenants relating to such subject matter except as specifically set forth herein.

21.Survival. The rights and obligations of the parties under the provisions of this Agreement shall survive, and remain binding and enforceable, notwithstanding the expiration of the Term, the termination of this Agreement, the termination of Executive’s employment hereunder or any settlement of the financial rights and obligations arising from Executive’s employment hereunder, to the extent necessary to preserve the intended benefits of such provisions.

22.Notices. All notices or other communications required or permitted to be given hereunder shall be in writing and shall be delivered by hand or sent by facsimile or electronic image scan (pdf) or sent, postage prepaid, by registered, certified or express mail or overnight courier service and shall be deemed given when so delivered by hand or facsimile, or if mailed, three days after mailing (one business day in the case of express mail or overnight courier service) to the parties at the following addresses or facsimiles or email addresses (or at such other address for a party as shall be specified by like notice):

If to the Company:	Hemisphere Media Group, Inc.
	4000 Ponce de Leon Blvd., Suite 650
	Coral Gables, FL 33146
	Attention: Alex Tolston
	Fax: (305) 421-6389
	Email: atolston@hemispheretv.com

With a copy (which shall not constitute notice hereunder) to:

	Paul, Weiss, Rifkind, Wharton & Garrison LLP
	1285 Avenue of the Americas
	New York, NY 10019-6064
	Fax: (212) 757-3990
	Attention: Lawrence Witdorchic, Esq.
	Email: lwitdorchic@paulweiss.com

If to Executive:	Paul Presburger
	At the most recent address and fax or email in Company personnel records

With a copy (which shall not constitute notice hereunder) to:
	Wayne Levin
	TTP Consulting, LLP
	4520 El Caballero Drive
	Tarzana, California 91356
	wlevin@ttpbcsa.com

Notices delivered by facsimile shall have the same legal effect as if such notice had been delivered in person.

23.Headings and References. The headings of this Agreement are inserted for convenience only and neither constitute a part of this Agreement nor affect in any way the meaning or interpretation of this Agreement. When a reference in this Agreement is made to a Section, such reference shall be to a Section of this Agreement unless otherwise indicated.

24.Counterparts. This Agreement may be executed in one or more counterparts (including via facsimile and electronic image scan (pdf)), each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties.

25.Section 409A.

(a)For purposes of this Agreement, “Section 409A” means Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations promulgated thereunder (and such other Treasury or Internal Revenue Service guidance) as in effect from time to time. The parties intend that any amounts payable hereunder that could constitute “deferred compensation” within the meaning of Section 409A will be compliant with Section 409A or exempt from Section 409A. Notwithstanding the foregoing, the Company shall not be liable to, and the Executive shall be solely liable and responsible for, any taxes or penalties that may be imposed on such Executive under Section 409A of the Code with respect to Executive’s receipt of payments hereunder.

(b)Notwithstanding anything in this Agreement to the contrary, the following special rule shall apply, if and to the extent required by Section 409A, in the event that (i) Executive is deemed to be a “specified employee” within the meaning of Section 409A(a)(2)(B)(i), (ii) amounts or benefits under this Agreement or any other program, plan or arrangement of the Company

or a controlled group affiliate thereof are due or payable on account of “separation from service” within the meaning of Treasury Regulations Section 1.409A-1(h) and (iii) Executive is employed by a public company or a controlled group affiliate thereof: no payments hereunder that are “deferred compensation” subject to Section 409A shall be made to Executive prior to the date that is six (6) months after the date of Executive’s separation from service or, if earlier, Executive’s date of death; following any applicable six (6) month delay, all such delayed payments will be paid in a single lump sum on the earliest permissible payment date.

(c)Any payment or benefit due upon a termination of Executive’s employment that represents a “deferral of compensation” within the meaning of Section 409A shall commence to be paid or provided to Executive 61 days following a “separation from service” as defined in Treas. Reg. § 1.409A-1(h), provided that Executive executes, if required by Section 4(c)(ii), the release described therein, within 60 days following his “separation from service.” Each payment made under this Agreement (including each separate installment payment in the case of a series of installment payments) shall be deemed to be a separate payment for purposes of Section 409A. Amounts payable under this Agreement shall be deemed not to be a “deferral of compensation” subject to Section 409A to the extent provided in the exceptions in Treasury Regulation §§ 1.409A-1(b)(4) (“short-term deferrals”) and (b)(9) (“separation pay plans,” including the exception under subparagraph (iii)) and other applicable provisions of Section 409A. For purposes of this Agreement, with respect to payments of any amounts that are considered to be “deferred compensation” subject to Section 409A, references to “termination of employment”, “termination”, or words and phrases of similar import, shall be deemed to refer to Executive’s “separation from service” as defined in Section 409A, and shall be interpreted and applied in a manner that is consistent with the requirements of Section 409A.

(d)Notwithstanding anything to the contrary in this Agreement, any payment or benefit under this Agreement or otherwise that is exempt from Section 409A pursuant to Treasury Regulation § 1.409A-1(b)(9)(v)(A) or (C) (relating to certain reimbursements and in-kind benefits) shall be paid or provided to Executive only to the extent that the expenses are not incurred, or the benefits are not provided, beyond the last day of the second calendar year following the calendar year in which Executive’s “separation from service” occurs; and provided further that such expenses are reimbursed no later than the last day of the third calendar year following the calendar year in which Executive’s “separation from service” occurs. To the extent any indemnification payment, expense reimbursement, or the provision of any in-kind benefit is determined to be subject to Section 409A (and not exempt pursuant to the prior sentence or otherwise), the amount of any such indemnification payment or expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the indemnification payment or provision of in-kind benefits or expenses eligible for reimbursement in any other calendar year (except for any life-time or other aggregate limitation applicable to medical expenses), and in no event shall any indemnification payment or expenses be reimbursed after the last day of the calendar year following the calendar year in which Executive incurred such indemnification payment or expenses, and in no event shall any right to indemnification payment or reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit. Any tax gross-up payment or benefit under this Agreement will be treated as providing for payment at a specified time or on a fixed schedule of payments to the extent that the payment is made by the end of Executive’s taxable year next following Executive’s taxable year in which Executive remits the related taxes.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, this Agreement has been duly executed by the parties as of the date first written above.

HEMISPHERE MEDIA GROUP, INC.

By:	/s/ Alan J. Sokol
	Name:	Alan J. Sokol
	Title:	President and Chief Executive Officer

	Paul Presburger
	/s/ Paul Presburger

EXHIBIT 31.1

SECTION 302 CERTIFICATION

I, Alan J. Sokol, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Hemisphere Media Group, Inc. (the “registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: May 10, 2021	By:	/s/ Alan J. Sokol
		Alan J. Sokol
		Chief Executive Officer and President

EXHIBIT 31.2

SECTION 302 CERTIFICATION

I, Craig D. Fischer, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Hemisphere Media Group, Inc. (the “registrant”);

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: May 10, 2021	By:	/s/ Craig D. Fischer
		Craig D. Fischer
		Chief Financial Officer

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Hemisphere Media Group, Inc. (the “Company”) on Form 10-Q for the period ending March 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Alan J. Sokol, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, in my capacity as an officer of the Company that, to my knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


		/s/ Alan J. Sokol
		Alan J. Sokol
		Chief Executive Officer and President

		Date: May 10, 2021

The foregoing certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. § 1350, and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

A signed original of this written statement required by Section 906 has been provided to Hemisphere Media Group, Inc. and will be retained by Hemisphere Media Group, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Hemisphere Media Group, Inc. (the “Company”) on Form 10-Q for the period ending March 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Craig D. Fischer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, in my capacity as an officer of the Company that, to my knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


		/s/ Craig D. Fischer
		Craig D. Fischer
		Chief Financial Officer

		Date: May 10, 2021