Document and Entity Information
Document and Entity Information - TRY (₺) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 11, 2022 | Jun. 30, 2020 | |
Entity Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Entity File Number | 001-35886 | ||
Entity Registrant Name | Hemisphere Media Group, Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 80-0885255 | ||
Entity Address, Address Line One | 4000 Ponce de Leon Blvd., Suite 650 | ||
Entity Address, City or Town | Coral Gables | ||
Entity Address, State or Province | FL | ||
Entity Address, Postal Zip Code | 33146 | ||
City Area Code | 305 | ||
Local Phone Number | 421-6364 | ||
Security Exchange Name | NASDAQ | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Central Index Key | 0001567345 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Trading Symbol | HMTV | ||
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | ||
Entity Public Float | ₺ 177,066,202 | ||
Auditor Name | RSM US LLP | ||
Auditor Firm ID | 49 | ||
Auditor Location | Miami, Florida | ||
Common Class A | |||
Entity Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 20,717,826 | ||
Common Class B | |||
Entity Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 19,720,381 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current Assets | ||
Cash | $ 49,477 | $ 134,471 |
Accounts receivable, net of allowance for doubtful accounts of $771 and $919, respectively | 33,738 | 35,955 |
Due from related parties | 925 | 943 |
Programming rights | 10,938 | 8,301 |
Prepaid expenses | 7,767 | 6,907 |
Other current assets | 23,519 | 2,391 |
Total current assets | 126,364 | 188,968 |
Programming rights, net of current portion | 20,955 | 13,430 |
Property and equipment, net | 31,554 | 31,798 |
Operating lease right-of-use assets | 1,281 | 1,820 |
Broadcast license | 41,356 | 41,356 |
Goodwill | 231,710 | 165,597 |
Other intangibles, net | 115,110 | 24,761 |
Equity method investments | 24,171 | 29,782 |
Other assets | 7,410 | 4,333 |
Total Assets | 599,911 | 501,845 |
Current Liabilities | ||
Accounts payable | 11,533 | 2,350 |
Due to related parties | 1,646 | 648 |
Accrued agency commissions | 7,729 | 6,529 |
Accrued compensation and benefits | 7,031 | 5,934 |
Accrued marketing | 8,238 | 7,066 |
Other accrued expenses | 12,706 | 7,498 |
Deferred revenue | 7,400 | 639 |
Programming rights payable | 12,979 | 7,626 |
Income taxes payable | 1,353 | 2,233 |
Current portion of long-term debt | 2,656 | 2,134 |
Total current liabilities | 73,271 | 42,657 |
Programming rights payable, net of current portion | 2,820 | 776 |
Long-term debt, net of current portion | 246,919 | 200,856 |
Deferred income taxes | 22,427 | 19,306 |
Defined benefit pension obligation | 2,895 | 2,832 |
Other long-term liabilities | 2,031 | 3,932 |
Total Liabilities | 350,363 | 270,359 |
Stockholders' Equity | ||
Preferred stock, $0.0001 par value; 50,000,000 shares authorized; 0 shares issued at December 31, 2021 and December 31, 2020 | ||
Additional paid-in capital | 288,703 | 279,800 |
Retained earnings | 26,352 | 14,840 |
Accumulated other comprehensive loss | (732) | (2,187) |
Total Hemisphere Media Group Stockholders' Equity | 249,548 | 231,005 |
Equity attributable to non-controlling interest | 481 | |
Total Stockholders' Equity | 249,548 | 231,486 |
Total Liabilities and Stockholders' Equity | 599,911 | 501,845 |
Common Class A | ||
Stockholders' Equity | ||
Common stock | 3 | 3 |
Class A treasury stock, at cost 6,003,139 and 5,710,416 at December 31, 2021 and 2020, respectively | (64,780) | (61,453) |
Common Class B | ||
Stockholders' Equity | ||
Common stock | $ 2 | $ 2 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Accounts receivable, allowance for doubtful accounts | $ 771 | $ 919 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common Class A | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 25,999,998 | 25,457,709 |
Treasury stock, shares | 6,003,139 | 5,710,416 |
Common Class B | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 33,000,000 | 33,000,000 |
Common stock, shares issued | 19,720,381 | 19,720,381 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Consolidated Statements of Operations | ||
Net revenues | $ 195,650 | $ 151,184 |
Operating expenses: | ||
Cost of revenues | 59,555 | 48,309 |
Selling, general and administrative | 93,813 | 44,646 |
Depreciation and amortization | 25,504 | 11,472 |
Other expenses | 8,959 | 3,226 |
Gain from FCC spectrum repack and other | (2,638) | (953) |
Impairment of goodwill and intangibles | 0 | 2,784 |
Total operating expenses | 185,193 | 109,484 |
Operating income | 10,457 | 41,700 |
Other income (expense), net: | ||
Interest expense and other, net | (11,983) | (10,376) |
Gain (loss) on equity method investments | 17,679 | (22,258) |
Impairment of equity method investment | 0 | (5,479) |
Other (expense) income, net | (128) | 3,267 |
Total other income (expense), net | 5,568 | (34,846) |
Income before income tax expense | 16,025 | 6,854 |
Income tax expense | (4,994) | (8,992) |
Net income (loss) | 11,031 | (2,138) |
Net loss attributable to non-controlling interest | 32 | 903 |
Net income (loss) attributable to Hemisphere Media Group, Inc. | $ 11,063 | $ (1,235) |
Income (loss) per share attributable to Hemisphere Media Group, Inc.: | ||
Basic | $ 0.28 | $ (0.03) |
Diluted | $ 0.28 | $ (0.03) |
Weighted average shares outstanding: | ||
Basic | 39,612 | 39,434 |
Diluted | 39,934 | 39,434 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Consolidated Statements of Comprehensive Income (Loss) | ||
Net income (loss) | $ 11,031 | $ (2,138) |
Other comprehensive income (loss): | ||
Change in fair value of interest rate swap, net of income taxes | 1,375 | (1,101) |
Adjustment to defined benefit plan, net of income taxes | 80 | (294) |
Total other comprehensive income (loss) | 1,455 | (1,395) |
Comprehensive income (loss) | 12,486 | (3,533) |
Comprehensive loss attributable to non-controlling interest | 32 | 903 |
Comprehensive income (loss) attributable to Hemisphere Media Group, Inc. | $ 12,518 | $ (2,630) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity ₺ in Thousands, shares in Thousands, $ in Thousands | Common StockCommon Class AUSD ($)shares | Common StockCommon Class ATRY (₺)shares | Common StockCommon Class BUSD ($)shares | Common StockCommon Class BTRY (₺)shares | Additional Paid-in CapitalUSD ($) | Treasury StockCommon Class AUSD ($) | Retained EarningsUSD ($) | Accumulated Other Comprehensive Income (Loss)USD ($) | Non-controlling InterestUSD ($) | USD ($) |
Balance at the beginning of the period at Dec. 31, 2019 | $ 3 | $ 2 | $ 274,518 | $ (60,521) | $ 16,075 | $ (792) | $ 1,384 | $ 230,669 | ||
Balance at the beginning of the period (in shares) at Dec. 31, 2019 | shares | 25,202 | 25,202 | 19,720 | 19,720 | ||||||
Condensed Consolidated Statements of Changes in Stockholders' Equity | ||||||||||
Net income (loss) | (1,235) | (903) | (2,138) | |||||||
Stock-based compensation | 3,108 | 3,108 | ||||||||
Vesting of restricted stock | 2,174 | (582) | 1,592 | |||||||
Vesting of restricted stock (in shares) | shares | 256 | 256 | ||||||||
Repurchases of Class A Common Stock | (350) | (350) | ||||||||
Other comprehensive income (loss), net of tax | (1,395) | (1,395) | ||||||||
Balance at the end of the period at Dec. 31, 2020 | $ 3 | $ 2 | 279,800 | (61,453) | 14,840 | (2,187) | 481 | 231,486 | ||
Balance at the end of the period (in shares) at Dec. 31, 2020 | shares | 25,458 | 25,458 | 19,720 | 19,720 | ||||||
Condensed Consolidated Statements of Changes in Stockholders' Equity | ||||||||||
Net income (loss) | $ 0 | ₺ 0 | $ 0 | ₺ 0 | 0 | 0 | 11,063 | 0 | (32) | 11,031 |
Stock-based compensation | 0 | ₺ 0 | 0 | ₺ 0 | 3,277 | 0 | 0 | 0 | 0 | 3,277 |
Vesting of restricted stock | $ 0 | $ 0 | 2,848 | (861) | 0 | 0 | 0 | 1,987 | ||
Vesting of restricted stock (in shares) | shares | 291 | 291 | 0 | 0 | ||||||
Issuance of Class A Common Stock | 2,778 | (1,077) | 1,701 | |||||||
Issuance of Class A Common Stock (in shares) | shares | 238 | 238 | ||||||||
Repurchases of Class A Common Stock | $ 0 | $ 0 | 0 | (1,346) | 0 | 0 | 0 | (1,346) | ||
Repurchases of Class A Common Stock (in shares) | shares | 0 | 0 | 0 | 0 | ||||||
Exercise of stock options | 0 | (43) | (43) | |||||||
Exercise of stock options (in shares) | shares | 13 | 13 | ||||||||
Acquisition of non-controlling interest | 449 | (449) | ||||||||
Other comprehensive income (loss), net of tax | $ 0 | ₺ 0 | $ 0 | ₺ 0 | 0 | 0 | 0 | 1,455 | 0 | 1,455 |
Balance at the end of the period at Dec. 31, 2021 | $ 3 | $ 2 | $ 288,703 | $ (64,780) | $ 26,352 | $ (732) | $ 0 | $ 249,548 | ||
Balance at the end of the period (in shares) at Dec. 31, 2021 | shares | 26,000 | 26,000 | 19,720 | 19,720 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash Flows From Operating Activities: | ||
Net income (loss) | $ 11,031 | $ (2,138) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization | 25,504 | 11,472 |
Programming amortization | 15,295 | 16,841 |
Amortization of deferred financing costs and original issue discount | 1,297 | 582 |
Stock-based compensation | 6,125 | 5,282 |
Provision for bad debts | 87 | 922 |
Gain from FCC spectrum repack and other | (2,638) | (953) |
Deferred income tax (benefit) expense | (77) | 1,587 |
(Gain) loss on equity method investments | (17,679) | 22,258 |
Amortization of operating lease right-of-use assets | 561 | 554 |
Other non-cash acquisition charges | 1,258 | |
Impairment of equity method investment | 0 | 5,479 |
Impairment of goodwill and intangibles | 0 | 2,784 |
(Increase) decrease in: | ||
Accounts receivable | 5,322 | (7,608) |
Due from related parties, net | 1,016 | 662 |
Programming rights | (26,125) | (12,077) |
Prepaid expenses and other assets | (17,389) | 810 |
Increase (decrease) in: | ||
Accounts payable | 6,376 | 425 |
Other accrued expenses | 2,240 | 6,060 |
Programming rights payable | (6,990) | 1,213 |
Income taxes payable | (880) | 2,233 |
Other liabilities | 146 | (409) |
Net cash provided by operating activities | 4,480 | 55,979 |
Cash Flows From Investing Activities: | ||
Funding of equity method investments | (6,803) | (9,364) |
Capital expenditures | (4,156) | (2,386) |
FCC spectrum repack proceeds | 2,597 | 1,157 |
Cash paid for acquisition of Pantaya, net of cash acquired | (122,621) | |
Net cash used in investing activities | (130,983) | (10,593) |
Cash Flows From Financing Activities: | ||
Purchases of common stock | (3,327) | (932) |
Repayments of long-term debt | (2,526) | (2,134) |
Proceeds from incremental term loan | 48,000 | |
Payment of financing fees | (638) | |
Net cash provided by (used in) financing activities | 41,509 | (3,066) |
Net (decrease) increase in cash | (84,994) | 42,320 |
Cash: | ||
Beginning | 134,471 | 92,151 |
Ending | 49,477 | 134,471 |
Cash payments for: | ||
Interest | 10,648 | 9,949 |
Income taxes | 3,835 | $ 2,463 |
Non-cash investing activity (acquisition related): | ||
Issuance of Class A Common Stock | 2,188 | |
Effective settlement of pre-existing receivables and payables, net | $ 1,499 |
Nature of Business and Signific
Nature of Business and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Nature of Business and Significant Accounting Policies | |
Nature of Business and Significant Accounting Policies | Note 1. Nature of Business and Significant Accounting Policies Nature of business: Prior to March 31, 2021, the Company owned a 25% equity interest in Pantaya, which was accounted for as an equity method investment. On March 31, 2021, the Company acquired the remaining 75% equity interest in Pantaya (the “Pantaya Acquisition”), for a cash purchase price of $123.6 million. 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 Consolidated Financial Statements. On November 26, 2018, we acquired a 75% interest in Snap Media. Effective July 15, 2021, the Company entered into an omnibus modification agreement with Snap Distribution, Inc., a British Virgin Islands company, pursuant to which Snap Distribution, Inc. relinquished the non-controlling 25% interest in Snap Media, at which point Snap Media became a wholly owned subsidiary of the Company. For more information, see Note 12, “Stockholders’ Equity” of Notes to Consolidated Financial Statements. Reclassification: Principles of consolidation: If it is concluded that an entity is not a VIE or the Company is not primary beneficiary of the VIE, then the Company considers its proportional voting interests in the entity. The Company consolidates majority-owned subsidiaries in which a controlling financial interest is maintained. A controlling financial interest is determined by majority ownership and the absence of significant third-party participating rights. For more information on our equity method investments, see Note 7, “Equity Method Investments” of Notes to Consolidated Financial Statements. Ownership interests in entities for which the Company has significant influence that are not consolidated under the Company’s consolidation policy are accounted for as equity method investments. Related party transactions between the Company and its equity method investees have not been eliminated. Basis of presentation: Operating segments: Net income (loss) per common share: 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 Years Ended December 31, 2021 2020 Numerator for income (loss) per common share calculation: Net income (loss) attributable to Hemisphere Media Group, Inc. $ 11,063 $ (1,235) Denominator for income (loss) per common share calculation: Weighted-average common shares, basic 39,612 39,434 Effect of dilutive securities Stock options, restricted stock and warrants 322 — Weighted-average common shares, diluted 39,934 39,434 Income (loss) per share attributable to Hemisphere Media Group, Inc. Basic $ 0.28 $ (0.03) Diluted $ 0.28 $ (0.03) 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 3.3 million shares of common stock for the years ended December 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 year ended December 31, 2020, 0.1 million outstanding awards were not included in the computation of diluted loss per share because their effect was anti-dilutive. Revenue Recognition: Barter transactions: Barter revenue and expense included in the accompanying Consolidated Statements of Operations are as follows ( amounts in thousands Year ended December 31, 2021 2020 Barter revenue $ 449 $ 434 Barter expense (490) (419) $ (41) $ 15 Equity-based compensation: Advertising and marketing costs: Cash: Accounts receivable: Accounts receivable are carried at the original charge amount less an estimate made for doubtful receivables based on a review of all outstanding amounts. Management determines the allowance for doubtful accounts by regularly evaluating individual customer receivables and considering a customer’s financial condition and current economic conditions. Accounts receivable are written off when deemed uncollectible. Recoveries of accounts receivable previously written off are recorded as income when received. The Company considers an account receivable to be past due if any portion of the receivable balance is outstanding for more than 90 days . Changes in the allowance for doubtful accounts for the years ended December 31, 2021 and 2020 consisted of the following (amounts in thousands): Beginning Provisions End Year Description of Year for bad debt Write-offs Recoveries of Year 2021 Allowance for doubtful accounts $ 919 $ 87 $ 239 $ 4 $ 771 2020 Allowance for doubtful accounts $ 507 $ 922 $ 577 $ 67 $ 919 Programming rights and costs: If management estimates that the unamortized cost of programming rights exceeds the estimated fair value, an adjustment is recorded to reduce the carrying value of the programming rights. For the year ended December 31, 2021, management did not deem it necessary to write-down program rights. For the year ended December 31, 2020, management deemed it necessary to write-down certain program rights of $0.9 million, which is included in the amortization of programming rights. Programming rights are generally amortized over the term of the related license agreements or the number of exhibitions, whichever occurs first. For productions with intended distribution to third-parties, the Company amortizes the cost, including any participations and residuals, over the expected ultimate revenue stream in proportion to the revenues recognized. The amortization of programming rights was $15.3 million and $16.8 million for the years ended December 31, 2021 and 2020, respectively, and is recorded as part of cost of revenues in the accompanying Consolidated Statements of Operations. Programming rights to be utilized on our Networks or streaming platform within one year are classified as current assets, while programming rights to be utilized subsequently are considered non-current. Programming rights payable are classified as current or noncurrent in accordance with the payment terms of the various agreements. As of December 31, 2021, the capitalized in development production costs current portion was $19.8 million and the non-current portion was $1.0 million, and were recorded in other current assets and other assets, respectively, in the accompanying Consolidated Balance Sheets. Property and equipment: Property and equipment are recorded at cost. Depreciation is determined using the straight-line method over the expected remaining useful lives of the respective assets. Useful lives range from 1 - 40 years for improvements, equipment, buildings and towers. Upon retirement or other disposition, the cost and related accumulated depreciation of the assets are removed from the accounts and the resulting gain or loss is recorded in Gain from FCC spectrum repack and other in the accompanying Consolidated Statements of Operations. Expenditures for maintenance and repairs are expensed as incurred. Property and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. For more information on our property and equipment, see Note 5, “Property and Equipment” of Notes to Consolidated Financial Statements. 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 Canal 1 and Snap JV (in each case, as defined and discussed in Note 7, “Equity Method Investments” of Notes to Consolidated Financial Statements), 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. In the event we incur losses in excess of the carrying amount of an equity investment and reduce our investment balance to zero, we would not record additional losses unless (i) we guaranteed obligations of the investee, (ii) we are otherwise committed to provide further financial support for the investee, or (iii) it is anticipated that the investee’s return to profitability is imminent. If we provided a commitment to fund losses, we would continue to record losses resulting in a negative equity method investment, which is presented as a liability. Equity method investments are reviewed for indicators of other-than-temporary impairment on a quarterly basis. An equity method investment is written down to fair value if there is evidence of a loss in value which is other-than-temporary. The Company may estimate the fair value of its equity method investments by considering recent investee equity transactions, discounted cash flow analysis, recent operating results, comparable public company operating cash flow multiples and in certain situations, balance sheet liquidation values. If the fair value of the investment has dropped below the carrying amount, management considers several factors when determining whether an other-than-temporary decline has occurred, such as: the length of the time and the extent to which the estimated fair value or market value has been below the carrying value, the financial condition and the near-term prospects of the investee, the intent and ability of the Company to retain its investment in the investee for a period of time sufficient to allow for any anticipated recovery in market value and general market conditions. The estimation of fair value and whether an other-than-temporary impairment has occurred requires the application of significant judgment and future results may vary from current assumptions For our foreign equity investment, we perform an annual review of the international financial reporting standards (“IFRS”) versus U.S. GAAP accounting. Any significant differences are considered and adjusted to ensure a U.S. GAAP presentation. There were no differences noted in the presentation of our foreign investment’s IFRS financial statements when compared to U.S. GAAP. For more information on Equity method investments, see Note 7, “Equity Method Investments” of Notes to Consolidated Financial Statements. Leases: On January 1, 2019, the Company adopted Financial Accounting Standards Board (“the FASB”) ASC Topic 842, Leases (ASC 842) (the “new lease standard”), the core principle of which, is that a lessee should recognize the assets and liabilities that arise from leases, including operating leases, in the statement of financial position. 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 under ASC 842. 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. Lease cost is recorded in selling, general, and administrative expense in the accompanying Consolidated Statements of Operations. For additional information about our leases, see Note 14, “Leases” of Notes to Consolidated Financial Statements. Goodwill and other intangibles: The Company's goodwill is recorded as a result of the Company's business combinations using the acquisition method of accounting. Indefinite lived intangible assets include a broadcast license, trademarks and tradenames. Other intangible assets include affiliate and customer relationships, programming rights, brands, and non-compete agreements with estimated useful lives of one to ten years . Other intangible assets are amortized over their estimated useful lives using the straight-line method. Costs incurred to renew or extend the term of recognized intangible assets are capitalized and amortized over the useful life of the asset. The Company tests its broadcast license annually for impairment or whenever events or changes in circumstances indicate that such assets might be impaired. The impairment test consists of a comparison of the fair value of these assets with their carrying amounts using a discounted cash flow valuation method, assuming a hypothetical start-up scenario. The Company tests its trademarks and tradenames annually for impairment or whenever events or changes in circumstances indicate that such assets might be impaired. The test consists of a comparison of the fair value of these assets with the carrying amounts utilizing an income approach in the form of the royalty relief method, which measures the cost savings that a business enjoys since it does not have to pay a royalty rate for the use of a particular domain name and brand. The Company tests its goodwill annually for impairment or whenever events or changes in circumstances indicate that goodwill might be impaired. The goodwill impairment test compares the fair value of each reporting unit with its carrying amount, including goodwill. The fair value of the reporting units is determined utilizing a combination of a discounted cash flow analysis incorporating variables such as revenue projections, projected operating cash flow margins, and discount rates, as well as a market-based approach employing comparable sales analysis. The valuation assumptions used in the discounted cash flow model reflect historical performance of the Company and prevailing values in the broadcast and cable markets. If the fair value exceeds the carrying amount, goodwill is not considered impaired. If the carrying amount exceeds the fair value, an impairment loss shall be recognized in an amount equal to that excess. The Company tests its other finite lived intangible asset for impairment whenever events or changes in circumstances indicate that such asset or asset group might be impaired. This analysis is performed by comparing the respective carrying value of the asset group to the current and expected future cash flows, on an undiscounted basis, to be generated from such asset group. If such analysis indicates that the carrying value of this asset group is not recoverable, the carrying value of such asset group is reduced to fair value. In January 2017, the FASB issued Accounting Standards Updates ASU”) 2017 04-Intangibles-Goodwill and Other (Topic 350) Simplifying the Test for Goodwill Impairment The Company completed its annual impairment analysis and determined that there were no impairment charges for the year ended December 31, 2021. For the year ended December 31, 2020, the Company determined that based on the economic downturn related to the COVID-19 pandemic, the expected timing of recovery, and the expected growth of the business, the carrying value of the Snap reporting unit and other finite lived intangible assets, identified in connection with the acquisition of Snap, exceeded their respective fair values, resulting in an impairment charge totaling $2.8 million for the year ended December 31, 2020. For more information on Goodwill and intangible assets, see Note 6, “Goodwill and Intangible Assets” of Notes to Consolidated Financial Statements. Deferred financing costs: For more information on deferred financing costs, see Note 9, “Long Term Debt” of Notes to Consolidated Financial Statements. Income taxes: We record foreign withholding tax, which is withheld by foreign customers from their remittances to us, on a gross basis as a component of income taxes and separate from revenue in the accompanying Consolidated Statements of Operations. We follow the accounting standard on accounting for uncertainty in income taxes, which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under this guidance, we may recognize the tax benefit from an uncertain tax position only if it is more-likely-than-not that the tax position will be sustained upon examination by taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The guidance on accounting for uncertainty in income taxes also addresses de-recognition, classification, interest and penalties on income taxes, and accounting in interim periods. To the extent that interest and penalties are assessed by taxing authorities on any underpayment of income taxes, such amounts are accrued and classified as a component of income tax expense. On January 1, 2021, the Company adopted Financial Accounting Standards Board ("the FASB") ASU 2019-12-Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes For more information on Income taxes, see Note 8, “Income Taxes” of Notes to Consolidated Financial Statements. Fair value of financial instruments: U.S. GAAP establishes a framework for measuring fair value and expanded disclosures about fair value measurements. This guidance enables the reader of the financial statements to assess the inputs used to develop those measurements by establishing a hierarchy for ranking the quality and reliability of the information used to determine fair values. Under this guidance, assets and liabilities carried at fair value must be classified and disclosed in one of the following three categories: Level 1—inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that are accessible at the measurement date. Level 2—inputs to the valuation methodology include quoted prices in markets that are not active or quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. Level 3—inputs to the valuation methodology are unobservable, reflecting the entity’s own assumptions about assumptions market participants would use in pricing the asset or liability. The categorization of an asset or liability within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. The Company’s programming rights, goodwill and intangibles, and equity method investments are classified as Level 3 in the fair value hierarchy, as they are measured at fair value on a non-recurring basis and are adjusted to fair value only when the carrying values exceed their fair values. For the year ended December 31, 2021, there were no adjustments to fair value. For the year ended December 31, 2020, the Company recorded an impairment charge of $5.5 million related to the write-off of the full carrying value of REMEZCLA, an impairment charge totaling $2.8 million related to Snap goodwill and other finite lived intangible assets and a $0.9 million write-down of programming rights. The Company’s variable-rate debt and interest rate swaps are classified as Level 2 in the fair value hierarchy, as their estimated fair values are derived from quoted market prices by independent dealers. The carrying value of the long-term debt approximates fair value at December 31, 2021 and 2020. For more information on fair value instruments, see Note 11, “Fair Value Measurements” of Notes to Consolidated Financial Statements. Derivative Instruments: For more information on derivative instruments, see Note 10, “Derivative Instruments” of Notes to Consolidated Financial Statements. Major customers and suppliers: Recently adopted Accounting Standards: ASU 2021-08-Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers Accounting guidance not yet adopted: ASU 2020-04-Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting Use of estimates: |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2021 | |
Revenue Recognition | |
Revenue Recognition | 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 Networks 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 varies among our Networks, but is 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 our Networks 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 due and received within sixty days of the remittance. We also generate subscriber revenue from subscriptions to Pantaya, our streaming platform. Pantaya is available directly to consumers through our web application as well as through distribution partners. Certain distribution partners charge a fee, which is recorded in cost of revenues. Subscribers are billed at the start of their monthly or annual membership and revenue is recognized ratably over each applicable membership period. Subscriber revenue varies from period to period and is generally based upon the number of paying subscribers to our service. Estimates of revenue generated but not yet reported by the Company's third party Distributors are made based on the estimated number of subscribers using the most recently received remittance reporting from each Distributor, which is consistent with our past practice and industry practice. 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. Advertising agency fees are calculated based on a stated percentage applied to the 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: The following table presents the revenues disaggregated by revenue source (amounts in thousands): Year ended December 31, Revenues by type 2021 2020 Subscriber revenue $ 117,042 $ 77,284 Advertising revenue 72,540 68,942 Other revenue 6,068 4,958 Total revenue $ 195,650 $ 151,184 Deferred Revenue: |
Business Combination
Business Combination | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination | |
Business Combination | Note 3. Business Combination Prior to March 31, 2021, the Company owned a 25% equity interest in Pantaya, which was accounted for as an equity method investment. On March 31, 2021, the Company acquired the remaining 75% equity interest in Pantaya. As a result of the Pantaya 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 producers. Total cash purchase price in connection with the Pantaya Acquisition was $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 9, “Long-Term Debt” of Notes to Consolidated Financial Statements. Fees and expenses incurred in connection with the Pantaya Acquisition were $8.1 million for the year ended December 31, 2021, consisting primarily of professional fees, financing costs, and certain non-cash charges, which are included in other expenses in the accompanying Consolidated Statement of Operations. 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 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. 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. This resulted in an increase in the value of its existing equity interest and 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 Consolidated Statement of Operations for the year ended December 31, 2021. For more information, see Note 11, “Fair Value Measurements” of Notes to Consolidated Financial Statements. The Pantaya Acquisition was accounted for as a business combination by applying the acquisition method of accounting pursuant to ASC Topic 805 Business Combinations The following table summarizes the purchase price consideration in connection with the Pantaya Acquisition as of March 31, 2021 ( amounts in thousands Total cash consideration $ 123,605 Class A common stock consideration(a) 2,188 Effective settlement of pre-existing receivables and payables, net(b) 1,499 Total consideration 127,292 Fair value of existing 25% equity interest 30,092 Total $ 157,384 (a) (b) The following table summarizes the fair values of the assets acquired, liabilities assumed and resulting goodwill in the Pantaya Acquisition as of March 31, 2021 ( amounts in thousands March 31, 2021 Cash $ 985 Accounts receivable 5,528 Finite-lived intangible assets 111,413 Other assets 7,244 Accounts payable (2,807) Accrued expenses (9,086) Deferred revenue (4,112) Programming rights payable (15,225) Deferred income tax (2,669) Goodwill 66,113 Fair value of net assets acquired $ 157,384 Accounts receivable were recorded at fair value which represents the amount the Company expects to collect. Gross contractual amounts receivable approximates their recorded fair value. During the three months ended December 31, 2021, the Company finalized the fair value of identified finite-lived intangible assets, including a measurement period adjustment of $0.7 million to the customer relationships intangible asset, which resulted in a true-up of $0.1 million in amortization. The Company recorded measurement period adjustments totaling $80.6 million, which resulted in a total fair value of the finite-lived intangible assets is $111.4 million. The finite-lived intangible assets include customer relationships of $34.9 million determined using an income approach and a useful life of 4 years , programming rights of $29.4 million determined by using a market approach and a useful life of 4.6 years, brand of $24.6 million determined using an income approach in the form of a relief from royalty method and a useful life of 10 years , and distribution agreements of $22.5 million determined using an income approach and a useful life of 10 years . These finite-lived intangible assets will be amortized on a straight-line basis over their respective useful lives. During the year ended December 31, 2021, the Company recorded a measurement period adjustment of $2.7 million for the expected future federal, state and foreign tax consequences associated with temporary differences between the fair values of the assets acquired and liabilities assumed and the respective tax basis as a deferred tax liability. Goodwill of $66.1 million represents Company-specific operational synergies and the future growth opportunities of Pantaya's subscription streaming service. The amount of goodwill expected to be deductible for income tax purposes is estimated to be $39.0 million. The Pantaya Acquisition closed at the end of the day on March 31, 2021, and the operating results of Pantaya from the date of acquisition are included in our Consolidated Statements of Operations for the year ended December 31, 2021. Pantaya's net revenue and net loss for the period from the acquisition date through December 31, 2021 was $40.9 million and $31.5 million, respectively. 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: Year ended December 31, 2021 2020 Subscriber revenue $ 128,289 $ 116,866 Advertising revenue 72,520 68,474 Other revenue 6,171 10,571 Net revenues 206,980 195,911 Operating income (loss) 6,983 (2,525) These unaudited supplemental pro forma results, as if the Pantaya Acquisition occurred on January 1,2020, are presented for illustrative purposes and are not intended to represent or be indicative of the actual results of operations of the combined company 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 for the inclusion of the amortization of finite-lived intangible assets identified as a result of the Pantaya Acquisition of $5.0 million and $19.8 million for the year ended December 31, 2021 and 2020, respectively, and excludes all revenues and expenses from the business conducted between the Company and Pantaya. The results for the year ended December 31, 2020, are presented as adjusted for the inclusion of non-recurring costs incurred in connection with the Pantaya Acquisition of $8.1 million, which has been excluded from the year ended December 31, 2021. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions | |
Related Party Transactions | 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 Consolidated Statements of Operations. Total expenses incurred were $2.6 million for each of the years ended December 31, 2021 and 2020. Amounts due to MVS pursuant to the agreements noted above amounted to $0.4 million and $0.6 million as of December 31, 2021 and 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 $0.8 million and $1.1 million for the years ended December 31, 2021 and 2020, respectively. Amounts due from Dish Mexico amounted to $0.1 million and $0.3 million as of December 31, 2021 and 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 $0.7 million and $0.9 million for the years ended December 31, 2021 and 2020, respectively. Amounts due from MVS pursuant to the agreements noted above amounted to $0.0 million and $0.4 million as of December 31, 2021 and 2020, respectively. As of January 31, 2021, Univision Holdings II, Inc., together with its wholly-owned subsidiary, Univision Communications, Inc. and Grupo Televisa, S.A.B. ("Televisa") completed a merger to establish a new combined company named TelevisaUnivision, Inc. ("TelevisaUnivision"). The Company has various agreements with TelevisaUnivision (including its various divisions and affiliates), which has directors in common with the Company (who may hold a material financial interest in TelevisaUnivision). ● Pantaya has an agreement for the purchase of advertising on TelevisaUnivision’s television and radio properties. Expenses under this agreement are included in selling, general and administrative expenses in the accompanying Consolidated Statement of Operations. Total expenses incurred were $1.1 million for the year ended December 31, 2021. Amounts due to TelevisaUnivision pursuant to this agreement totaled $0.1 million as of December 31, 2021. At December 31, 2021, the Company has a remaining commitment of $4.1 million, which is included in Note 15, “Commitments” of Notes to Consolidated Financial Statements. ● Pantaya has various content output agreements with Videocine, S.A. de C.V. (“Videocine”), a division of TelevisaUnivision pursuant to which Pantaya licenses content from Videocine or licenses content to Videocine. There were no revenues earned or expenses incurred under these agreements for the year ended December 31, 2021. Deferred revenue related to the agreements was $2.5 million as of December 31, 2021, and is included in other accrued expenses in the accompanying Consolidated Balance Sheet. Amounts due from Videocine pursuant to the agreements noted above amounted to $0.6 million as of December 31, 2021. Amounts due to Videocine pursuant to the agreements noted above amounted to $1.1 million as of December 31, 2021. ● The Company has various licensing agreements with TelevisaUnivision (including its various divisions and affiliates) pursuant to which the Company licenses content from TelevisaUnivision or licenses content to TelevisaUnivision. Total revenues recognized were $0.1 million for each of the years ended December 31, 2021 and 2020. Total expenses incurred were $0.2 million and $0 million for the years ended December 31, 2021 and 2020, respectively. Amount due from TelevisaUnivision amounted to $0 and $0.0 million as of December 31, 2021 and 2020, respectively. No amounts were due to TelevisaUnivision as of December 31, 2021 and 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 these agreements are included in selling, general and administrative expenses in the accompanying Consolidated Statements of Operations and amounted to $0.5 million for each of the years ended December 31, 2021 and 2020. No amounts were due to this related party as of December 31, 2021 and 2020. For the year ended December 31, 2020, the Company received $3.3 million from Searchlight Capital Partners LLC ("Searchlight"), two principals of which are directors of the Company, as reimbursement of expenses incurred in connection with the pursuit of a strategic transaction during the year. The reimbursement was recorded in gain from insurance proceeds and other, net in the accompanying Consolidated Statements of Operations. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property and Equipment | |
Property and Equipment | Note 5. Property and Equipment Property and equipment at December 31, 2021 and 2020 consists of the following (amounts in thousands 2021 2020 Land and improvements $ 8,724 $ 8,724 Building 11,325 11,325 Equipment 41,842 35,637 Towers 1,257 1,257 63,148 56,943 Less: accumulated depreciation (33,089) (28,726) 30,059 28,217 Equipment installations in progress 1,495 3,581 Total property and equipment, net $ 31,554 $ 31,798 Depreciation expense was $4.4 million and $4.7 million for the years ended December 31, 2021 and 2020, respectively. For the years ended December 31, 2021 and 2020, we purchased equipment required as a result of the FCC spectrum repack of $2.1 million and $0.9 million, respectively, for which we received proceeds of $2.6 million and $1.2 million, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets | |
Goodwill and Intangible Assets | Note 6. Goodwill and Intangible Assets Goodwill and intangible assets consist of the following at December 31, 2021 and 2020 ( amounts in thousands December 31, 2021 2020 Broadcast license $ 41,356 $ 41,356 Goodwill 231,710 165,597 Other intangibles 115,110 24,761 Total intangible assets $ 388,176 $ 231,714 As part of the Company’s annual goodwill impairment analysis, we determined the fair value of goodwill utilizing a combination of a discounted cash flow analysis incorporating variables such as revenue projections, projected operating cash flow margins, and discount rates, as well as a market-based approach employing comparable sales analysis. The valuation assumptions used in the discounted cash flow model reflect historical performance of the Company and prevailing values in the broadcast and cable markets as well as the extent of the economic downturn related to the COVID-19 pandemic and the expected timing of recovery. No impairment charges were recorded for the year ended December 31, 2021. For the year ended December 31, 2020, the result of our annual impairment test indicated that the carrying amount of the Snap reporting unit exceeded the fair value primarily due to the economic downturn related to the COVID-19 pandemic, the expected timing of recovery, and the expected growth of the business. As a result, we recorded a goodwill impairment charge of $1.7 million, which was presented as impairment of goodwill and intangibles in our accompanying Consolidated Statements of Operations. The Company determined that the goodwill impairment was an indicator of impairment under ASC 360. As result, the Company performed a recoverability test for the other finite lived intangible assets of Snap to determine whether an impairment loss should be measured. The undiscounted cash flows in the recoverability test of Snap’s other finite lived intangible assets was less than the carrying value. As a result, for the year ended December 31, 2020, we calculated the fair value of the other finite lived intangible assets using a discounted cash flow model and recorded an impairment charge of $1.1 million to the customer relationships intangible asset, which was presented as impairment of goodwill and intangibles A summary of changes in the Company’s broadcast licenses, goodwill and other indefinite lived intangible assets, on a net basis, for the years ended December 31, 2021 and 2020, is as follows (amounts in thousands Net Balance at Net Balance at December 31, 2020 Additions Impairment December 31, 2021 Broadcast licenses $ 41,356 $ — $ — $ 41,356 Goodwill 165,597 66,113 — 231,710 Brands 15,986 — — 15,986 Other intangibles 700 — — 700 Total indefinite-lived intangibles $ 223,639 $ 66,113 $ — $ 289,752 Net Balance at Net Balance at December 31, 2019 Additions Impairment December 31, 2020 Broadcast licenses $ 41,356 $ — $ — $ 41,356 Goodwill 167,322 — (1,725) 165,597 Brands 15,986 — — 15,986 Other intangibles 700 — — 700 Total indefinite-lived intangibles $ 225,364 $ — $ (1,725) $ 223,639 A summary of the changes in the Company’s finite lived intangible assets for the years ended December 31, 2021 and 2020 is as follows ( amounts in thousands Net Balance at Net Balance at December 31, 2020 Additions Impairment Amortization December 31, 2021 Affiliate and customer relationships $ 7,304 $ 57,386 $ — $ (14,009) $ 50,681 Programming rights 427 29,420 — (4,866) 24,981 Brand — 24,607 — (1,845) 22,762 Non-compete agreement 329 — — (329) — Other intangibles 15 — — (15) — Total finite-lived intangibles $ 8,075 $ 111,413 $ — $ (21,064) $ 98,424 Net Balance at Net Balance at December 31, 2019 Additions Impairment Amortization December 31, 2020 Affiliate and customer relationships $ 14,352 $ — $ (1,059) $ (5,989) $ 7,304 Programming rights 517 — — (90) 427 Advertiser relationships 138 — — (138) — Non-compete agreement 826 — — (497) 329 Other intangibles 68 — — (53) 15 Total finite-lived intangibles $ 15,901 $ — $ (1,059) $ (6,767) $ 8,075 The aggregate amortization expense of the Company’s amortizable intangible assets was $21.1 million and $6.8 million for the years ended December 31, 2021 and 2020, respectively. The weighted average remaining amortization period is 6.0 years at December 31, 2021. Future estimated amortization expense is as follows (amounts in thousands): Year Ending December 31, Amount 2022 $ 21,356 2023 19,919 2024 19,919 2025 12,521 2026 and thereafter 24,709 Total $ 98,424 |
Equity Method Investments
Equity Method Investments | 12 Months Ended |
Dec. 31, 2021 | |
Equity Method Investments | |
Equity Method Investments | Note 7. Equity Method Investments The Company makes investments that support its underlying business strategy and enables it to enter new markets. The Company holds equity investments in Canal 1 and Snap JV (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. 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 December 31, 2021, we have funded $126.3 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 years ended December 31, 2021 and 2020, we recorded $12.4 million and $22.1 million in loss on equity method investment in the accompanying Consolidated Statements of Operations, respectively. The net balance recorded in equity method investments in the accompanying Consolidated Balance Sheets related to Canal 1 was $24.2 million and $29.9 million at December 31, 2021 and 2020, respectively. At December 31, 2021 and 2020, we had a receivable balance of $2.6 million, which is included in other assets in the accompanying 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 Consolidated Statements of Operations. Due to the write-off of the investment carrying value, we did not record any share of the loss from the investment for the years ended December 31, 2021 and 2020. The net balance recorded in equity method investments was $0 million as of December 31, 2021 and 2020. On November 26, 2018, Snap Media acquired a 50% interest in Snap JV, LLC (“Snap JV”) (as of July 15, 2021, the Company owns 100% 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 December 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 years ended December 31, 2021 and 2020, we have recorded $0 million and $0.2 million, respectively, in loss on equity method investments in the accompanying Consolidated Statements of Operations. The net balance recorded in equity method investments related to Snap JV was $0.0 million as of December 31, 2021 and 2020, and is included in equity method investments in the accompanying Consolidated Balance Sheets. On March 31, 2021, the Company acquired the remaining 75% equity interest in Pantaya. As a result of the acquisition, Pantaya is now a wholly owned consolidated subsidiary, and as of April 1, 2021, is no longer treated as an equity method investment. For more information, see Note 3, “Business Combination” of Notes to Consolidated Financial Statements. The Company records the income or loss on investments on a one quarter lag. Summary (amounts in thousands): Total Equity Investees Current assets $ 14,180 Non-current assets 20,341 Current liabilities 73,079 Non-current liabilities 2,352 Net revenue 11,174 Operating loss (11,712) Net loss $ (33,801) |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Taxes | |
Income Taxes | Note 8. Income Taxes For the years ended December 31, 2021 and 2020, Income before provision for income taxes, includes the following components ( amounts in thousands 2021 2020 Domestic income $ 2,475 $ 8,112 Foreign gain (loss) 13,550 (1,258) Income before provision for income taxes $ 16,025 $ 6,854 For the years ended December 31, 2021 and 2020, income tax expense is comprised of the following (amounts in thousands 2021 2020 Current income tax expense $ 5,071 $ 7,405 Deferred income tax (benefit) expense (77) 1,587 Income tax expense $ 4,994 $ 8,992 Current tax expense for the years ended December 31, 2021 and 2020, includes foreign withholding tax of $2.0 million and $1.3 million, respectively. For the years ended December 31, 2021 and 2020, the reconciliation of income tax expense computed at the U.S. federal statutory rates to income tax expense is (amounts in thousands 2021 2020 Income tax expense at federal statutory rate-US Only $ 3,362 $ 1,439 Income tax expense at federal statutory rate-Foreign Only 5,452 4,402 Permanent items 1,815 1,325 Gain from Pantaya Acquisition (6,319) — Return to provision true-ups -Current/Deferred 3,725 (2,042) Foreign rate differential (10) (1,117) Foreign tax credits (4,358) (5,693) Foreign valuation allowance 3,727 4,615 Change in FTC valuation allowance (1,153) 543 Revaluation of Puerto Rico deferred taxes 686 84 Foreign withholding taxes 1,971 1,283 Deferred foreign tax credit offset 73 29 State taxes and state rate change (77) 2,073 Puerto Rico Tax Credit (3,900) — Foreign rate tax change — 2,051 Income tax expense $ 4,994 $ 8,992 The effective tax rate for the years ended December 31, 2021 and 2020, excluding our share of the operating results from our equity investment in Canal 1 was 18% and 31%, respectively. 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 U.S. 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 Jobs Act and determined that no limitation would affect the 2021 provision for income taxes. For the year ended December 31, 2021, the items that significantly affect the differences between the tax provision calculated at the statutory federal income tax rate, are the continued impact of the Jobs Act, which impacted the valuation allowance on foreign tax credits, limitations on the deductibility of executive compensation under Section 162(m) of the Internal Revenue Code, the gain related to the step acquisition of Pantaya that is not a gain for tax purposes and Puerto Rico tax credits. For the year ended December 31, 2020, the items that significantly affect the differences between the tax provision calculated at the statutory federal income tax rate, are the continued impact of the Jobs Act, which impacted the valuation allowance on foreign tax credits, limitations on the deductibility of executive compensation under Section 162(m) of the Internal Revenue Code, the tax impact of state filings and filings in Puerto Rico related to prior years. The Company has evaluated the impact related the state filings and tax incentives in Puerto Rico which resulted in a net tax beneficial position. The impact of the Company’s state filings related to prior years is a net tax payable of $1.0 million. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities calculated for financial reporting purposes and the amounts calculated for preparing its income tax returns in accordance with tax regulations and the net tax effects of operating loss and tax credits carried forward. Net deferred tax liabilities consist of the following components as of December 31, 2021 and 2020 (amounts in thousands 2021 2020 Deferred tax assets: Allowances for doubtful accounts $ 1,117 $ 1,078 Deferred branch tax benefit 11,763 11,645 Deferred revenue 165 114 NOL credit and other carryovers 294 290 Fixed assets 149 140 Accrued expenses 1,541 1,353 Foreign tax credit 17,887 19,040 Stock compensation 4,265 3,594 Pension 337 449 Interest rate swap 102 510 Intangibles 3,252 1,335 Equity method losses 31,827 26,996 Other deferred tax assets 9 4 Less: Foreign losses valuation allowance (30,913) (27,186) Less: Foreign tax credit valuation allowance (17,887) (19,040) Total deferred tax assets 23,908 20,322 Deferred tax liabilities: Prepaid expenses (616) (535) Intangibles (18,303) (15,506) Property and equipment (9,306) (7,992) Amortization expense (18,110) (15,595) Total deferred tax liabilities (46,335) (39,628) $ (22,427) $ (19,306) The deferred tax amounts mentioned above have been classified on the accompanying Consolidated Balance Sheets as of December 31, 2021 and 2020 as follows ( amounts in thousands 2021 2020 Non-current assets $ — $ — Non-current liabilities $ 22,427 $ 19,306 At December 31, 2021 and 2020, the Company has foreign tax credit carryforwards for U.S. federal purposes and foreign minimum credits totaling $17.9 million and $19.0 million, respectively, which expire during the years 2022 through 2031. In addition, the impact of foreign tax credits and related valuation allowance had an impact on the tax rate. These tax credits were generated on revenues earned by our networks in Puerto Rico During 2021, the Company completed its acquisition of the remaining 75% equity interest in Pantaya, which resulted in additional deferred tax liabilities related to the historic 25% owned interest that has carryover basis for tax purposes. As a result, $2.7 million of additional deferred tax liabilities were recorded as an adjustment to goodwill. In 2021, the company qualified for a Puerto Rico tax credit of $3.9 million, of which, 50% is eligible to offset the Puerto Rico income tax liability for 2021 and the remaining 50% will reduce the 2022 tax liability. Upon audit, taxing authorities may prohibit the realization of all or part of an uncertain tax position. The Company regularly assesses the outcome of potential examinations in each of the tax jurisdictions when determining the adequacy of the amount of unrecognized tax benefit recorded. The Company recognizes interest and penalties related to uncertain tax positions, if any, in income tax expense. As of December 31, 2020, the Company recorded a gross uncertain tax position reserve of $0.1 million related to state tax filings. As of December 31, 2021, the Company continues to have a gross uncertain tax position reserve of $0.1 million related to state tax filings originally recorded in 2020. |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2021 | |
Long-Term Debt | |
Long-Term Debt | Note 9. Long-Term Debt Long-term debt as of December 31, 2021 and 2020 consists of the following ( amounts in thousands December 31, 2021 December 31, 2020 Senior Notes due February 2024 $ 249,575 $ 202,990 Less: Current portion 2,656 2,134 $ 246,919 $ 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 bears 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 December 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 commenced 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 Third Amended Term Loan Facility, no excess cash flow payment will be due in March 2022. 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 original issue discount (“OID”) incurred in connection with the Third Amended Term Loan Facility was added to the existing OID. As of December 31, 2021, the OID balance was $2.2 million, net of accumulated amortization of $3.3 million and was recorded as a reduction to the principal amount of the long-term debt outstanding as presented on the accompanying 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 accordance with ASC 470 – Debt and are included in other expenses in the accompanying Consolidated Statement of Operations at December 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 $0.5 million, net of accumulated amortization of $2.8 million, are presented as a reduction to the Third Amended Term Loan Facility outstanding at December 31, 2021 as presented on the accompanying 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 non-current assets in the accompanying Consolidated Balance Sheets and will be amortized on a straight-line basis through maturity on November 15, 2023. As of December 31, 2021, deferred costs for the Revolving Facility were $0.4 million, net of accumulated amortization of $0.2 million. The carrying value of the long-term debt approximates fair value as of December 31, 2021 and 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 amounts in thousands Year Ending December 31, Amount 2022 $ 2,656 2023 2,656 2024 246,976 $ 252,288 |
Derivative Instruments
Derivative Instruments | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments | |
Derivative Instruments | Note 10. 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 years ended December 31, 2021 and 2020, resulted in an unrealized gain of $1.8 million and an unrealized loss of $1.4 million, respectively, and was included in AOCI net of taxes. The Company paid $1.8 million and $1.3 million of net interest on the settlement of the interest rate swap agreements for the years ended December 31, 2021 and 2020, respectively. As of December 31, 2021, the Company estimates that none of the unrealized 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 years ended December 31, 2021 and 2020, respectively. The aggregate fair value of the interest rate swaps was $0.4 million and $2.2 million as of December 31, 2021 and 2020, respectively, and was recorded in other long-term liabilities on the accompanying 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. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Measurements | |
Fair Value Measurements | Note 11. 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 Consolidated Balance Sheets as of December 31, 2021 and 2020 ( amounts in thousands Estimated Fair Value December 31, 2021 Category Balance Sheet Location Level 1 Level 2 Level 3 Total Cash flow hedges: Interest rate swaps Other long-term liabilities — $ 439 — $ 439 Estimated Fair Value December 31, 2020 Category Balance Sheet Location Level 1 Level 2 Level 3 Total Cash flow hedges: Interest rate swaps 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 Consolidated Statement of Operations for the year ended December 31, 2021. There were no other changes to the fair value of non-financial assets and liabilities measured on a nonrecurring basis. For more information, see Note 3, “Business Combination” of Notes to Consolidated Financial Statements. As of March 31, 2020, the Company measured its equity method investment in REMEZCLA and recorded an other-than-temporary non-cash impairment charge using Level 3 inputs. Fair value was estimated using a market approach that reflected estimated revenue multiples, adjusted for liquidity and going-concern uncertainty. 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. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity | |
Stockholders' Equity | Note 12. Stockholders’ Equity Capitalization Capital Stock As of December 31, 2021, the Company had 20,611,409 shares of Class A common stock, and 19,720,381 shares of Class B common stock, issued and outstanding. 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 was 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 repurchase plan expired on November 19, 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 Consolidated Balance Sheets. Voting Class B common stock votes on a 10 to 1 basis with the Class A common stock, which means that each share of Class B common stock will have 10 votes and each share of Class A common stock will have 1 vote. The Class B common stock shall be convertible in whole or in part at any time at the option of the holder or holders thereof, into an equal number of Class A common stock. Equity Incentive Plans Effective May 25, 2021, 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 10.2 million shares of our Class A common stock. At December 31, 2021, 3.0 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 restricted stock awards and 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 shareholder meeting. Stock-Based Compensation Stock-based compensation expense relates to both stock options and restricted stock. Stock-based compensation expense was $6.1 million and $5.3 million for the years ended December 31, 2021 and 2020, respectively. As of December 31, 2021, there was $3.2 million of total unrecognized compensation cost related to non-vested stock options, which is expected to be recognized over a weighted average period of 2.5 years. As of December 31, 2021, there was $4.4 million of total unrecognized compensation cost related to non-vested restricted stock, which is expected to be recognized over a weighted average period of 1.7 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. 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. 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%, 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. Year Ended Year Ended Black-Scholes Option Valuation Assumptions December 31, 2021 December 31, 2020 Risk-free interest rate 0.94% – 1.29 % 0.42% – 0.50 % Dividend yield — — Volatility 37.3% – 40.7 % 44.2% – 46.1 % Weighted-average expected term (years) 6.0 6.0 The following table summarizes stock option activity for the years ended December 31, 2021 and 2020 (shares and intrinsic values in thousands): Weighted- average Weighted- remaining Aggregate Number of average exercise contractual intrinsic shares price term value Outstanding at December 31, 2019 3,855 $ 11.72 6.1 $ 12,101 Granted 80 10.05 6.0 — Exercised — — — — Forfeited — — — — Expired — — — — Outstanding at December 31, 2020 3,935 $ 11.69 5.1 $ 291 Granted 625 11.94 6.0 — Exercised (50) 10.20 — — Forfeited (8) 14.00 — — Expired (57) 14.55 — — Outstanding at December 31, 2021 4,445 $ 11.69 4.8 $ — Vested at December 31, 2021 3,415 $ 11.65 3.7 $ — Exercisable at December 31, 2021 3,415 $ 11.65 3.7 $ — The weighted average grant date fair value of options granted for the years ended December 31, 2021 and 2020 was $4.70 and $4.01, respectively. As of December 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 . Performance-based restricted stock grants vest over a period of three years upon satisfaction of the performance condition. The following table summarizes restricted share activity for the years ended December 31, 2021 and 2020 ( shares in thousands Number of Weighted-average shares grant date fair value Outstanding at December 31, 2019 592 $ 12.32 Granted 163 9.59 Vested (256) 12.65 Forfeited — — Outstanding at December 31, 2020 499 $ 11.26 Granted 647 11.79 Vested (529) 11.25 Forfeited (3) 12.56 Outstanding at December 31, 2021 614 $ 11.79 At December 31, 2021, 42,500 restricted awards granted and included in the table above are unvested performance-based restricted awards. Non-controlling interest Effective July 15, 2021, the Company entered into an omnibus modification agreement with Snap Distribution, Inc., a British Virgin Islands company, pursuant to which Snap Distribution, Inc. relinquished the non-controlling 25% interest in Snap Media, at which point Snap Media became a wholly owned subsidiary of the Company. The Company recorded the relinquishment of this non-controlling interest by Snap Distribution, Inc. as a transaction between shareholders with no gain or loss reported, which is reflected as acquisition of non-controlling interest in the accompanying Consolidated Statement of Changes in Stockholders’ Equity. Additionally, Snap Distribution, Inc. waived the remaining consideration payment of $0.5 million, which would have been payable in the fourth quarter of 2021, and as a result the Company recognized a gain in other income (expense), net in the accompanying Consolidated Statement of Operations for the year ended December 31, 2021. |
Contingencies
Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Contingencies | |
Contingencies | Note 13. Contingencies The Company is involved in various legal actions, generally related to its operations. Management believes, based on advice from legal counsel, that the outcome of such legal actions will not adversely affect the financial condition of the Company. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases | |
Leases | Note 14. 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. Lease cost is recorded in selling, general, and administrative expense in the accompanying Consolidated Statements of Operations. Total lease cost was $1.1 million and $0.8 million for the years ended December 31, 2021 and 2020, respectively. Leases with a term of one year or less are classified as short-term and are not recognized in the accompanying Consolidated Balance Sheets. A summary of the classification of operating leases on our accompanying Consolidated Balance Sheets as of December 31, 2021 and 2020 ( amounts in thousands December 31, December 31, 2021 2020 Operating lease right-of-use assets $ 1,281 $ 1,820 Operating lease liability, current (Other accrued expenses) 538 609 Operating lease liability, non-current (Other long-term liabilities) $ 890 $ 1,400 Components of lease cost reflected in our accompanying Consolidated Statements of Operations for the year ended December 31, 2021 and 2020 ( amounts in thousands Year Ended December 31, 2021 2020 Operating lease cost $ 673 $ 656 Short-term lease cost 447 105 Total lease cost $ 1,120 $ 761 A summary of weighted-average remaining lease term and weighted-average discount rate as of December 31, 2021: Weighted-average remaining lease term 3.0 years Weighted average discount rate 6.1 % Supplemental cash flow and other non-cash information for the years ended December 31, 2021 and 2020 ( amounts in thousands Year Ended December 31, 2021 2020 Operating cash flows from operating leases $ 620 $ 677 Operating lease right-of-use assets obtained in exchange for new operating lease liabilities 23 541 Future annual minimum lease commitments as of December 31, 2021 were as follows ( amounts in thousands December 31, 2021 2022 $ 609 2023 517 2024 232 2025 147 2026 and thereafter 58 Total minimum payments $ 1,563 Less: amount representing interest (135) Lease liability $ 1,428 |
Commitments
Commitments | 12 Months Ended |
Dec. 31, 2021 | |
Commitments | |
Commitments | Note 15. Commitments The Company has other commitments in addition to the various operating leases included in Note 14, “Leases” of Notes to Consolidated Financial Statements, primarily programming and marketing. Future minimum payments as of December 31, 2021, are as follows (amounts in thousands): December 31, 2021 2022 $ 28,387 2023 5,651 2024 2,605 2025 937 2026 and thereafter 654 Total $ 38,234 |
Retirement Plans
Retirement Plans | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Plans | |
Retirement Plans | Note 16. Retirement Plans WAPA, a wholly owned subsidiary of the Company, makes contributions to the Televicentro de Puerto Rico Special Retirement Benefits (the “Retirement Plan”). The Retirement Plan is available to all union employees after completing three ( 3 ) months of service. Eligible employees, those meeting active service minimums and minimum age requirements, are eligible to receive a one-time lump sum payment at retirement, of two ( 2 ) weeks per year of service capped at a maximum payment of forty-five ( 45 ) weeks. The number of retirees is capped at five ( 5 ) per year. There are 154 participants in the Retirement Plan. Following is the plan’s projected benefit obligation at December 31, 2021 and 2020 (amounts in thousands ): 2021 2020 Projected benefit obligation: Balance, beginning of the year $ 3,089 $ 2,637 Service cost 127 116 Interest cost 58 76 Actuarial (gain) loss (126) 422 Benefits paid to participants (41) (162) Balance, end of year $ 3,107 $ 3,089 At December 31, 2021 and 2020, the funded status of the plan was as follows ( amounts in thousands 2021 2020 Excess of benefit obligation over the value of plan assets $ (3,107) $ (3,089) Unrecognized net actuarial loss 772 957 Unrecognized prior service cost 13 20 Accrued benefit cost $ (2,322) $ (2,112) The plan is unfunded. As such, the Company is not required to make annual contributions to the plan. At December 31, 2021 and 2020, the amounts recognized in the accompanying Consolidated Balance Sheets were classified as follows ( amounts in thousands): 2021 2020 Accrued benefit cost $ (3,107) $ (3,089) Accumulated other comprehensive loss 785 977 Net amount recognized $ (2,322) $ (2,112) Amounts recorded in accumulated other comprehensive loss are reported net of tax. The benefits expected to be paid in each of the next five years and thereafter are as follows ( amounts in thousands December 31, 2021 2022 $ 214 2023 182 2024 129 2025 139 2026 135 2027 through 2031 957 $ 1,756 At December 31, 2021 and 2020, the following weighted-average rates were used: 2021 2020 Discount rate on the benefit obligation 2.46 % 2.00 % Rate of employee compensation increase(a) 2.50 % 1.75 % - 2.50 % (a) Rate of employee compensation increase is 1.75% per year through 2021, and 2.50% per year thereafter. Pension expense for the years ended December 31, 2021 and 2020, consists of the following ( amounts in thousands 2021 2020 Service cost $ 127 $ 116 Interest cost 58 76 Expected return on plan assets — — Recognized actuarial loss (gain) — — Amortization of prior service cost 7 8 Net loss amortization 58 40 $ 250 $ 240 WAPA also makes contributions to a multiemployer pension plan (the “Plan”) with a plan year end of December 31, that provides defined benefits to certain employees covered by a Collective Bargaining Agreement (“CBA”). The CBA expires on May 31, 2022 and covers all of our unionized employees. The risks in participating in such a plan are different from the risks of single-employer plans, in the following respects: ● Assets contributed to a multiemployer plan by one employer may be used to provide benefits to employees of any other participating employer. ● If a participating employer ceases to contribute to a multiemployer plan, the unfunded obligation of the plan allocable to such withdrawing employer may be borne by the remaining participating employers. If WAPA completely or partially withdrew from the Plan, it would be obligated to pay complete or partial withdrawal liability. Under the statutory requirements applicable to withdrawal liability with respect to a multiemployer pension plan, in the event of a complete withdrawal from the Plan, WAPA would be obligated to make withdrawal liability payments to fund its proportionate share of the Plan’s UVB’s. WAPA’s payment amount for a given year would be determined based on its highest contribution rate (as limited by MPRA) and its highest average contribution hours over a period of three consecutive plan years out of the ten-year period preceding the date of withdrawal. To the extent that the prescribed payment amount was not sufficient to discharge WAPA’s share of the Plan’s UVBs, WAPA’s payment obligation would nevertheless end after 20 years of payments (absent a withdrawal that is part of a mass withdrawal, in which case the annual payments would continue indefinitely or until WAPA paid its share of the Plan’s UVBs at the time of withdrawal). WAPA has received Annual Funding Notices, Report of Summary Plan Information, Critical Status Notices (“Notices”) and the below-noted Rehabilitation Plan, as defined by the Pension Protection Act of 2006 (“PPA”), from the Plan. The Notices indicate that the Plan actuary has certified that the Plan is in critical and declining status, the “Red Zone”, as defined by the PPA and MPRA, due to the projected insolvency of the Plan within the next 19 years . A plan of rehabilitation (“Rehabilitation Plan”) was adopted by the Trustees of the Plan (“Trustees”) on May 1, 2010 and then updated on November 17, 2015. On May 29, 2010, the Trustees sent WAPA a Notice of Reduction and Adjustment of Benefits Due to Critical Status explaining all changes adopted under the Rehabilitation Plan, including the reduction or elimination of benefits referred to as “adjustable benefits.” In connection with the adoption of the Rehabilitation Plan, most of the Plan participating unions and contributing employers (including the Newspaper Guild International and WAPA), agreed to one of the “schedules” of changes as set forth under the Rehabilitation Plan. In 2015, the Plan’s Trustee’s reviewed the Rehabilitation Plan and the financial projections under the Plan and determined that it was not prudent to continue benefit accruals under the current Plan and that implementation of an updated plan with a new benefit design would be in the best interest of the Plan’s participants. On July 1, 2017, WAPA executed an updated MOA pursuant to which it agreed to remain a contributing employer to the Plan through May 31, 2022 and to make contributions to the Plan at a fixed rate of $18.03 per week for each WAPA covered employee during such period (i.e., its contributions per employee will not increase during the term of its CBA or through the effective date for which a new CBA is entered into, if any). The contributions required under the terms of the CBA and the effect of the Rehabilitation Plan as described above are not anticipated to have a material effect on the Company’s results of operations. However, in the event other contributing employers are unable to, or fail to, meet their ongoing funding obligations, the financial impact on WAPA to contribute to any plan underfunding may be material. In addition, if a United States multiemployer defined benefit plan fails to satisfy certain minimum funding requirements, the Internal Revenue Service may impose a nondeductible excise tax of 5.0% on the amount of the accumulated funding deficiency for those employers contributing to the fund. Pursuant to the last available notice (for the Plan year ended December 31, 2020), WAPA’s contributions to the Plan exceeded 5% of total contributions made to the Plan. Further information about the Plan is presented in the table below ( amounts in thousands Expiration Date of Pension Protection Funding Improvement WAPA’s Collective Act Zone Status Plan/Rehabilitation Plan Contribution Surcharge Bargaining Pension Fund EIN 2020 Status 2021 2020 Imposed Agreements TNGIPP (Plan No. 001) 52-1082662 Red Implemented $ 144 $ 141 No May 31, 2022 |
Nature of Business and Signif_2
Nature of Business and Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Nature of Business and Significant Accounting Policies | |
Reclassification: | Reclassification: |
Principles of consolidation: | Principles of consolidation: If it is concluded that an entity is not a VIE or the Company is not primary beneficiary of the VIE, then the Company considers its proportional voting interests in the entity. The Company consolidates majority-owned subsidiaries in which a controlling financial interest is maintained. A controlling financial interest is determined by majority ownership and the absence of significant third-party participating rights. For more information on our equity method investments, see Note 7, “Equity Method Investments” of Notes to Consolidated Financial Statements. Ownership interests in entities for which the Company has significant influence that are not consolidated under the Company’s consolidation policy are accounted for as equity method investments. Related party transactions between the Company and its equity method investees have not been eliminated. |
Basis of presentation: | Basis of presentation: |
Operating segments: | Operating segments: |
Net income (loss) per common share: | Net income (loss) per common share: 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 Years Ended December 31, 2021 2020 Numerator for income (loss) per common share calculation: Net income (loss) attributable to Hemisphere Media Group, Inc. $ 11,063 $ (1,235) Denominator for income (loss) per common share calculation: Weighted-average common shares, basic 39,612 39,434 Effect of dilutive securities Stock options, restricted stock and warrants 322 — Weighted-average common shares, diluted 39,934 39,434 Income (loss) per share attributable to Hemisphere Media Group, Inc. Basic $ 0.28 $ (0.03) Diluted $ 0.28 $ (0.03) 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 3.3 million shares of common stock for the years ended December 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 year ended December 31, 2020, 0.1 million outstanding awards were not included in the computation of diluted loss per share because their effect was anti-dilutive. |
Revenue Recognition: | Revenue Recognition: |
Barter transactions: | Barter transactions: Barter revenue and expense included in the accompanying Consolidated Statements of Operations are as follows ( amounts in thousands Year ended December 31, 2021 2020 Barter revenue $ 449 $ 434 Barter expense (490) (419) $ (41) $ 15 |
Equity-based compensation: | Equity-based compensation: |
Advertising and marketing costs: | Advertising and marketing costs: |
Cash: | Cash: |
Accounts receivable: | Accounts receivable: Accounts receivable are carried at the original charge amount less an estimate made for doubtful receivables based on a review of all outstanding amounts. Management determines the allowance for doubtful accounts by regularly evaluating individual customer receivables and considering a customer’s financial condition and current economic conditions. Accounts receivable are written off when deemed uncollectible. Recoveries of accounts receivable previously written off are recorded as income when received. The Company considers an account receivable to be past due if any portion of the receivable balance is outstanding for more than 90 days . Changes in the allowance for doubtful accounts for the years ended December 31, 2021 and 2020 consisted of the following (amounts in thousands): Beginning Provisions End Year Description of Year for bad debt Write-offs Recoveries of Year 2021 Allowance for doubtful accounts $ 919 $ 87 $ 239 $ 4 $ 771 2020 Allowance for doubtful accounts $ 507 $ 922 $ 577 $ 67 $ 919 |
Programming rights and costs: | Programming rights and costs: If management estimates that the unamortized cost of programming rights exceeds the estimated fair value, an adjustment is recorded to reduce the carrying value of the programming rights. For the year ended December 31, 2021, management did not deem it necessary to write-down program rights. For the year ended December 31, 2020, management deemed it necessary to write-down certain program rights of $0.9 million, which is included in the amortization of programming rights. Programming rights are generally amortized over the term of the related license agreements or the number of exhibitions, whichever occurs first. For productions with intended distribution to third-parties, the Company amortizes the cost, including any participations and residuals, over the expected ultimate revenue stream in proportion to the revenues recognized. The amortization of programming rights was $15.3 million and $16.8 million for the years ended December 31, 2021 and 2020, respectively, and is recorded as part of cost of revenues in the accompanying Consolidated Statements of Operations. Programming rights to be utilized on our Networks or streaming platform within one year are classified as current assets, while programming rights to be utilized subsequently are considered non-current. Programming rights payable are classified as current or noncurrent in accordance with the payment terms of the various agreements. As of December 31, 2021, the capitalized in development production costs current portion was $19.8 million and the non-current portion was $1.0 million, and were recorded in other current assets and other assets, respectively, in the accompanying Consolidated Balance Sheets. |
Property and equipment: | Property and equipment: Property and equipment are recorded at cost. Depreciation is determined using the straight-line method over the expected remaining useful lives of the respective assets. Useful lives range from 1 - 40 years for improvements, equipment, buildings and towers. Upon retirement or other disposition, the cost and related accumulated depreciation of the assets are removed from the accounts and the resulting gain or loss is recorded in Gain from FCC spectrum repack and other in the accompanying Consolidated Statements of Operations. Expenditures for maintenance and repairs are expensed as incurred. Property and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. For more information on our property and equipment, see Note 5, “Property and Equipment” of Notes to Consolidated Financial Statements. |
Equity method investments: | 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 Canal 1 and Snap JV (in each case, as defined and discussed in Note 7, “Equity Method Investments” of Notes to Consolidated Financial Statements), 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. In the event we incur losses in excess of the carrying amount of an equity investment and reduce our investment balance to zero, we would not record additional losses unless (i) we guaranteed obligations of the investee, (ii) we are otherwise committed to provide further financial support for the investee, or (iii) it is anticipated that the investee’s return to profitability is imminent. If we provided a commitment to fund losses, we would continue to record losses resulting in a negative equity method investment, which is presented as a liability. Equity method investments are reviewed for indicators of other-than-temporary impairment on a quarterly basis. An equity method investment is written down to fair value if there is evidence of a loss in value which is other-than-temporary. The Company may estimate the fair value of its equity method investments by considering recent investee equity transactions, discounted cash flow analysis, recent operating results, comparable public company operating cash flow multiples and in certain situations, balance sheet liquidation values. If the fair value of the investment has dropped below the carrying amount, management considers several factors when determining whether an other-than-temporary decline has occurred, such as: the length of the time and the extent to which the estimated fair value or market value has been below the carrying value, the financial condition and the near-term prospects of the investee, the intent and ability of the Company to retain its investment in the investee for a period of time sufficient to allow for any anticipated recovery in market value and general market conditions. The estimation of fair value and whether an other-than-temporary impairment has occurred requires the application of significant judgment and future results may vary from current assumptions For our foreign equity investment, we perform an annual review of the international financial reporting standards (“IFRS”) versus U.S. GAAP accounting. Any significant differences are considered and adjusted to ensure a U.S. GAAP presentation. There were no differences noted in the presentation of our foreign investment’s IFRS financial statements when compared to U.S. GAAP. For more information on Equity method investments, see Note 7, “Equity Method Investments” of Notes to Consolidated Financial Statements. |
Leases: | Leases: On January 1, 2019, the Company adopted Financial Accounting Standards Board (“the FASB”) ASC Topic 842, Leases (ASC 842) (the “new lease standard”), the core principle of which, is that a lessee should recognize the assets and liabilities that arise from leases, including operating leases, in the statement of financial position. 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 under ASC 842. 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. Lease cost is recorded in selling, general, and administrative expense in the accompanying Consolidated Statements of Operations. For additional information about our leases, see Note 14, “Leases” of Notes to Consolidated Financial Statements. |
Goodwill and other intangibles: | Goodwill and other intangibles: The Company's goodwill is recorded as a result of the Company's business combinations using the acquisition method of accounting. Indefinite lived intangible assets include a broadcast license, trademarks and tradenames. Other intangible assets include affiliate and customer relationships, programming rights, brands, and non-compete agreements with estimated useful lives of one to ten years . Other intangible assets are amortized over their estimated useful lives using the straight-line method. Costs incurred to renew or extend the term of recognized intangible assets are capitalized and amortized over the useful life of the asset. The Company tests its broadcast license annually for impairment or whenever events or changes in circumstances indicate that such assets might be impaired. The impairment test consists of a comparison of the fair value of these assets with their carrying amounts using a discounted cash flow valuation method, assuming a hypothetical start-up scenario. The Company tests its trademarks and tradenames annually for impairment or whenever events or changes in circumstances indicate that such assets might be impaired. The test consists of a comparison of the fair value of these assets with the carrying amounts utilizing an income approach in the form of the royalty relief method, which measures the cost savings that a business enjoys since it does not have to pay a royalty rate for the use of a particular domain name and brand. The Company tests its goodwill annually for impairment or whenever events or changes in circumstances indicate that goodwill might be impaired. The goodwill impairment test compares the fair value of each reporting unit with its carrying amount, including goodwill. The fair value of the reporting units is determined utilizing a combination of a discounted cash flow analysis incorporating variables such as revenue projections, projected operating cash flow margins, and discount rates, as well as a market-based approach employing comparable sales analysis. The valuation assumptions used in the discounted cash flow model reflect historical performance of the Company and prevailing values in the broadcast and cable markets. If the fair value exceeds the carrying amount, goodwill is not considered impaired. If the carrying amount exceeds the fair value, an impairment loss shall be recognized in an amount equal to that excess. The Company tests its other finite lived intangible asset for impairment whenever events or changes in circumstances indicate that such asset or asset group might be impaired. This analysis is performed by comparing the respective carrying value of the asset group to the current and expected future cash flows, on an undiscounted basis, to be generated from such asset group. If such analysis indicates that the carrying value of this asset group is not recoverable, the carrying value of such asset group is reduced to fair value. In January 2017, the FASB issued Accounting Standards Updates ASU”) 2017 04-Intangibles-Goodwill and Other (Topic 350) Simplifying the Test for Goodwill Impairment The Company completed its annual impairment analysis and determined that there were no impairment charges for the year ended December 31, 2021. For the year ended December 31, 2020, the Company determined that based on the economic downturn related to the COVID-19 pandemic, the expected timing of recovery, and the expected growth of the business, the carrying value of the Snap reporting unit and other finite lived intangible assets, identified in connection with the acquisition of Snap, exceeded their respective fair values, resulting in an impairment charge totaling $2.8 million for the year ended December 31, 2020. For more information on Goodwill and intangible assets, see Note 6, “Goodwill and Intangible Assets” of Notes to Consolidated Financial Statements. |
Deferred financing costs: | Deferred financing costs: For more information on deferred financing costs, see Note 9, “Long Term Debt” of Notes to Consolidated Financial Statements. |
Income taxes: | Income taxes: We record foreign withholding tax, which is withheld by foreign customers from their remittances to us, on a gross basis as a component of income taxes and separate from revenue in the accompanying Consolidated Statements of Operations. We follow the accounting standard on accounting for uncertainty in income taxes, which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under this guidance, we may recognize the tax benefit from an uncertain tax position only if it is more-likely-than-not that the tax position will be sustained upon examination by taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The guidance on accounting for uncertainty in income taxes also addresses de-recognition, classification, interest and penalties on income taxes, and accounting in interim periods. To the extent that interest and penalties are assessed by taxing authorities on any underpayment of income taxes, such amounts are accrued and classified as a component of income tax expense. On January 1, 2021, the Company adopted Financial Accounting Standards Board ("the FASB") ASU 2019-12-Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes For more information on Income taxes, see Note 8, “Income Taxes” of Notes to Consolidated Financial Statements. |
Fair value of financial instruments: | Fair value of financial instruments: U.S. GAAP establishes a framework for measuring fair value and expanded disclosures about fair value measurements. This guidance enables the reader of the financial statements to assess the inputs used to develop those measurements by establishing a hierarchy for ranking the quality and reliability of the information used to determine fair values. Under this guidance, assets and liabilities carried at fair value must be classified and disclosed in one of the following three categories: Level 1—inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that are accessible at the measurement date. Level 2—inputs to the valuation methodology include quoted prices in markets that are not active or quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. Level 3—inputs to the valuation methodology are unobservable, reflecting the entity’s own assumptions about assumptions market participants would use in pricing the asset or liability. The categorization of an asset or liability within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. The Company’s programming rights, goodwill and intangibles, and equity method investments are classified as Level 3 in the fair value hierarchy, as they are measured at fair value on a non-recurring basis and are adjusted to fair value only when the carrying values exceed their fair values. For the year ended December 31, 2021, there were no adjustments to fair value. For the year ended December 31, 2020, the Company recorded an impairment charge of $5.5 million related to the write-off of the full carrying value of REMEZCLA, an impairment charge totaling $2.8 million related to Snap goodwill and other finite lived intangible assets and a $0.9 million write-down of programming rights. The Company’s variable-rate debt and interest rate swaps are classified as Level 2 in the fair value hierarchy, as their estimated fair values are derived from quoted market prices by independent dealers. The carrying value of the long-term debt approximates fair value at December 31, 2021 and 2020. For more information on fair value instruments, see Note 11, “Fair Value Measurements” of Notes to Consolidated Financial Statements. |
Derivative Instruments: | Derivative Instruments: For more information on derivative instruments, see Note 10, “Derivative Instruments” of Notes to Consolidated Financial Statements. |
Major customers and suppliers: | Major customers and suppliers: |
Recently adopted Accounting Standards and Accounting guidance not yet adopted: | Recently adopted Accounting Standards: ASU 2021-08-Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers Accounting guidance not yet adopted: ASU 2020-04-Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting |
Use of estimates: | Use of estimates: |
Nature of Business and Signif_3
Nature of Business and Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Nature of Business and Significant Accounting Policies | |
Schedule of the computation of the common shares outstanding used in determining basic and diluted income (loss) per share | 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 Years Ended December 31, 2021 2020 Numerator for income (loss) per common share calculation: Net income (loss) attributable to Hemisphere Media Group, Inc. $ 11,063 $ (1,235) Denominator for income (loss) per common share calculation: Weighted-average common shares, basic 39,612 39,434 Effect of dilutive securities Stock options, restricted stock and warrants 322 — Weighted-average common shares, diluted 39,934 39,434 Income (loss) per share attributable to Hemisphere Media Group, Inc. Basic $ 0.28 $ (0.03) Diluted $ 0.28 $ (0.03) |
Schedule of barter revenue and expense included in the Consolidated Statements of Operations | Barter revenue and expense included in the accompanying Consolidated Statements of Operations are as follows ( amounts in thousands Year ended December 31, 2021 2020 Barter revenue $ 449 $ 434 Barter expense (490) (419) $ (41) $ 15 |
Schedule of changes in the allowance for doubtful accounts | Beginning Provisions End Year Description of Year for bad debt Write-offs Recoveries of Year 2021 Allowance for doubtful accounts $ 919 $ 87 $ 239 $ 4 $ 771 2020 Allowance for doubtful accounts $ 507 $ 922 $ 577 $ 67 $ 919 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue Recognition | |
Schedule of disaggregation of revenue | The following table presents the revenues disaggregated by revenue source (amounts in thousands): Year ended December 31, Revenues by type 2021 2020 Subscriber revenue $ 117,042 $ 77,284 Advertising revenue 72,540 68,942 Other revenue 6,068 4,958 Total revenue $ 195,650 $ 151,184 |
Business Combination (Tables)
Business Combination (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination | |
Schedule of estimated fair values of the assets acquired, liabilities assumed and resulting | The following table summarizes the fair values of the assets acquired, liabilities assumed and resulting goodwill in the Pantaya Acquisition as of March 31, 2021 ( amounts in thousands March 31, 2021 Cash $ 985 Accounts receivable 5,528 Finite-lived intangible assets 111,413 Other assets 7,244 Accounts payable (2,807) Accrued expenses (9,086) Deferred revenue (4,112) Programming rights payable (15,225) Deferred income tax (2,669) Goodwill 66,113 Fair value of net assets acquired $ 157,384 |
Schedule of purchase price consideration | The following table summarizes the purchase price consideration in connection with the Pantaya Acquisition as of March 31, 2021 ( amounts in thousands Total cash consideration $ 123,605 Class A common stock consideration(a) 2,188 Effective settlement of pre-existing receivables and payables, net(b) 1,499 Total consideration 127,292 Fair value of existing 25% equity interest 30,092 Total $ 157,384 (a) (b) |
Schedule of unaudited pro forma results of operations | Year ended December 31, 2021 2020 Subscriber revenue $ 128,289 $ 116,866 Advertising revenue 72,520 68,474 Other revenue 6,171 10,571 Net revenues 206,980 195,911 Operating income (loss) 6,983 (2,525) |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property and Equipment | |
Schedule of property and equipment | Property and equipment at December 31, 2021 and 2020 consists of the following (amounts in thousands 2021 2020 Land and improvements $ 8,724 $ 8,724 Building 11,325 11,325 Equipment 41,842 35,637 Towers 1,257 1,257 63,148 56,943 Less: accumulated depreciation (33,089) (28,726) 30,059 28,217 Equipment installations in progress 1,495 3,581 Total property and equipment, net $ 31,554 $ 31,798 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets | |
Schedule of goodwill and intangible assets | Goodwill and intangible assets consist of the following at December 31, 2021 and 2020 ( amounts in thousands December 31, 2021 2020 Broadcast license $ 41,356 $ 41,356 Goodwill 231,710 165,597 Other intangibles 115,110 24,761 Total intangible assets $ 388,176 $ 231,714 |
Summary of the changes in goodwill and other indefinite lived intangible assets | A summary of changes in the Company’s broadcast licenses, goodwill and other indefinite lived intangible assets, on a net basis, for the years ended December 31, 2021 and 2020, is as follows (amounts in thousands Net Balance at Net Balance at December 31, 2020 Additions Impairment December 31, 2021 Broadcast licenses $ 41,356 $ — $ — $ 41,356 Goodwill 165,597 66,113 — 231,710 Brands 15,986 — — 15,986 Other intangibles 700 — — 700 Total indefinite-lived intangibles $ 223,639 $ 66,113 $ — $ 289,752 Net Balance at Net Balance at December 31, 2019 Additions Impairment December 31, 2020 Broadcast licenses $ 41,356 $ — $ — $ 41,356 Goodwill 167,322 — (1,725) 165,597 Brands 15,986 — — 15,986 Other intangibles 700 — — 700 Total indefinite-lived intangibles $ 225,364 $ — $ (1,725) $ 223,639 |
Summary of the changes in finite lived intangible assets | A summary of the changes in the Company’s finite lived intangible assets for the years ended December 31, 2021 and 2020 is as follows ( amounts in thousands Net Balance at Net Balance at December 31, 2020 Additions Impairment Amortization December 31, 2021 Affiliate and customer relationships $ 7,304 $ 57,386 $ — $ (14,009) $ 50,681 Programming rights 427 29,420 — (4,866) 24,981 Brand — 24,607 — (1,845) 22,762 Non-compete agreement 329 — — (329) — Other intangibles 15 — — (15) — Total finite-lived intangibles $ 8,075 $ 111,413 $ — $ (21,064) $ 98,424 Net Balance at Net Balance at December 31, 2019 Additions Impairment Amortization December 31, 2020 Affiliate and customer relationships $ 14,352 $ — $ (1,059) $ (5,989) $ 7,304 Programming rights 517 — — (90) 427 Advertiser relationships 138 — — (138) — Non-compete agreement 826 — — (497) 329 Other intangibles 68 — — (53) 15 Total finite-lived intangibles $ 15,901 $ — $ (1,059) $ (6,767) $ 8,075 |
Schedule of future estimated amortization expense | Year Ending December 31, Amount 2022 $ 21,356 2023 19,919 2024 19,919 2025 12,521 2026 and thereafter 24,709 Total $ 98,424 |
Equity Method Investments (Tabl
Equity Method Investments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity Method Investments | |
Schedule of financial data of equity method investments | The Company records the income or loss on investments on a one quarter lag. Summary (amounts in thousands): Total Equity Investees Current assets $ 14,180 Non-current assets 20,341 Current liabilities 73,079 Non-current liabilities 2,352 Net revenue 11,174 Operating loss (11,712) Net loss $ (33,801) |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Taxes | |
Schedule of components of income before provision for income taxes | For the years ended December 31, 2021 and 2020, Income before provision for income taxes, includes the following components ( amounts in thousands 2021 2020 Domestic income $ 2,475 $ 8,112 Foreign gain (loss) 13,550 (1,258) Income before provision for income taxes $ 16,025 $ 6,854 |
Schedule of composition of income tax expense | For the years ended December 31, 2021 and 2020, income tax expense is comprised of the following (amounts in thousands 2021 2020 Current income tax expense $ 5,071 $ 7,405 Deferred income tax (benefit) expense (77) 1,587 Income tax expense $ 4,994 $ 8,992 |
Schedule of reconciliation of income tax (benefit) expense | For the years ended December 31, 2021 and 2020, the reconciliation of income tax expense computed at the U.S. federal statutory rates to income tax expense is (amounts in thousands 2021 2020 Income tax expense at federal statutory rate-US Only $ 3,362 $ 1,439 Income tax expense at federal statutory rate-Foreign Only 5,452 4,402 Permanent items 1,815 1,325 Gain from Pantaya Acquisition (6,319) — Return to provision true-ups -Current/Deferred 3,725 (2,042) Foreign rate differential (10) (1,117) Foreign tax credits (4,358) (5,693) Foreign valuation allowance 3,727 4,615 Change in FTC valuation allowance (1,153) 543 Revaluation of Puerto Rico deferred taxes 686 84 Foreign withholding taxes 1,971 1,283 Deferred foreign tax credit offset 73 29 State taxes and state rate change (77) 2,073 Puerto Rico Tax Credit (3,900) — Foreign rate tax change — 2,051 Income tax expense $ 4,994 $ 8,992 |
Schedule of components of net deferred tax liabilities | 2021 2020 Deferred tax assets: Allowances for doubtful accounts $ 1,117 $ 1,078 Deferred branch tax benefit 11,763 11,645 Deferred revenue 165 114 NOL credit and other carryovers 294 290 Fixed assets 149 140 Accrued expenses 1,541 1,353 Foreign tax credit 17,887 19,040 Stock compensation 4,265 3,594 Pension 337 449 Interest rate swap 102 510 Intangibles 3,252 1,335 Equity method losses 31,827 26,996 Other deferred tax assets 9 4 Less: Foreign losses valuation allowance (30,913) (27,186) Less: Foreign tax credit valuation allowance (17,887) (19,040) Total deferred tax assets 23,908 20,322 Deferred tax liabilities: Prepaid expenses (616) (535) Intangibles (18,303) (15,506) Property and equipment (9,306) (7,992) Amortization expense (18,110) (15,595) Total deferred tax liabilities (46,335) (39,628) $ (22,427) $ (19,306) |
Schedule of classification of deferred tax amounts | The deferred tax amounts mentioned above have been classified on the accompanying Consolidated Balance Sheets as of December 31, 2021 and 2020 as follows ( amounts in thousands 2021 2020 Non-current assets $ — $ — Non-current liabilities $ 22,427 $ 19,306 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Long-Term Debt | |
Schedule of long-term debt | Long-term debt as of December 31, 2021 and 2020 consists of the following ( amounts in thousands December 31, 2021 December 31, 2020 Senior Notes due February 2024 $ 249,575 $ 202,990 Less: Current portion 2,656 2,134 $ 246,919 $ 200,856 |
Schedule of maturities of long-term debt | Year Ending December 31, Amount 2022 $ 2,656 2023 2,656 2024 246,976 $ 252,288 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Measurements | |
Schedule of assets and liabilities that are measured at fair value on a recurring basis | 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 Consolidated Balance Sheets as of December 31, 2021 and 2020 ( amounts in thousands Estimated Fair Value December 31, 2021 Category Balance Sheet Location Level 1 Level 2 Level 3 Total Cash flow hedges: Interest rate swaps Other long-term liabilities — $ 439 — $ 439 Estimated Fair Value December 31, 2020 Category Balance Sheet Location Level 1 Level 2 Level 3 Total Cash flow hedges: Interest rate swaps Other long-term liabilities — $ 2,231 — $ 2,231 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity | |
Summary of stock option activity | The following table summarizes stock option activity for the years ended December 31, 2021 and 2020 (shares and intrinsic values in thousands): Weighted- average Weighted- remaining Aggregate Number of average exercise contractual intrinsic shares price term value Outstanding at December 31, 2019 3,855 $ 11.72 6.1 $ 12,101 Granted 80 10.05 6.0 — Exercised — — — — Forfeited — — — — Expired — — — — Outstanding at December 31, 2020 3,935 $ 11.69 5.1 $ 291 Granted 625 11.94 6.0 — Exercised (50) 10.20 — — Forfeited (8) 14.00 — — Expired (57) 14.55 — — Outstanding at December 31, 2021 4,445 $ 11.69 4.8 $ — Vested at December 31, 2021 3,415 $ 11.65 3.7 $ — Exercisable at December 31, 2021 3,415 $ 11.65 3.7 $ — |
Summary of restricted share activity | The following table summarizes restricted share activity for the years ended December 31, 2021 and 2020 ( shares in thousands Number of Weighted-average shares grant date fair value Outstanding at December 31, 2019 592 $ 12.32 Granted 163 9.59 Vested (256) 12.65 Forfeited — — Outstanding at December 31, 2020 499 $ 11.26 Granted 647 11.79 Vested (529) 11.25 Forfeited (3) 12.56 Outstanding at December 31, 2021 614 $ 11.79 |
Time Based Restricted Stock and Stock Option | Black Scholes Pricing Model | |
Stockholders' Equity | |
Schedule of valuation assumptions | Year Ended Year Ended Black-Scholes Option Valuation Assumptions December 31, 2021 December 31, 2020 Risk-free interest rate 0.94% – 1.29 % 0.42% – 0.50 % Dividend yield — — Volatility 37.3% – 40.7 % 44.2% – 46.1 % Weighted-average expected term (years) 6.0 6.0 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases | |
Summary of the classification of operating leases | A summary of the classification of operating leases on our accompanying Consolidated Balance Sheets as of December 31, 2021 and 2020 ( amounts in thousands December 31, December 31, 2021 2020 Operating lease right-of-use assets $ 1,281 $ 1,820 Operating lease liability, current (Other accrued expenses) 538 609 Operating lease liability, non-current (Other long-term liabilities) $ 890 $ 1,400 |
Schedule of components of lease cost | Components of lease cost reflected in our accompanying Consolidated Statements of Operations for the year ended December 31, 2021 and 2020 ( amounts in thousands Year Ended December 31, 2021 2020 Operating lease cost $ 673 $ 656 Short-term lease cost 447 105 Total lease cost $ 1,120 $ 761 |
Schedule of lease term and discount rate | A summary of weighted-average remaining lease term and weighted-average discount rate as of December 31, 2021: Weighted-average remaining lease term 3.0 years Weighted average discount rate 6.1 % |
Schedule of supplemental cash flow and other non-cash information | Supplemental cash flow and other non-cash information for the years ended December 31, 2021 and 2020 ( amounts in thousands Year Ended December 31, 2021 2020 Operating cash flows from operating leases $ 620 $ 677 Operating lease right-of-use assets obtained in exchange for new operating lease liabilities 23 541 |
Schedule of future annual minimum lease commitments | Future annual minimum lease commitments as of December 31, 2021 were as follows ( amounts in thousands December 31, 2021 2022 $ 609 2023 517 2024 232 2025 147 2026 and thereafter 58 Total minimum payments $ 1,563 Less: amount representing interest (135) Lease liability $ 1,428 |
Commitments (Tables)
Commitments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments | |
Schedule of future minimum payments for other commitments, primarily programming | Future minimum payments as of December 31, 2021, are as follows (amounts in thousands): December 31, 2021 2022 $ 28,387 2023 5,651 2024 2,605 2025 937 2026 and thereafter 654 Total $ 38,234 |
Retirement Plans (Tables)
Retirement Plans (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Plans | |
Schedule of projected benefit obligation | 2021 2020 Projected benefit obligation: Balance, beginning of the year $ 3,089 $ 2,637 Service cost 127 116 Interest cost 58 76 Actuarial (gain) loss (126) 422 Benefits paid to participants (41) (162) Balance, end of year $ 3,107 $ 3,089 |
Schedule of funded status of the plan | At December 31, 2021 and 2020, the funded status of the plan was as follows ( amounts in thousands 2021 2020 Excess of benefit obligation over the value of plan assets $ (3,107) $ (3,089) Unrecognized net actuarial loss 772 957 Unrecognized prior service cost 13 20 Accrued benefit cost $ (2,322) $ (2,112) |
Schedule of amounts recognized in the consolidated balance sheets | At December 31, 2021 and 2020, the amounts recognized in the accompanying Consolidated Balance Sheets were classified as follows ( amounts in thousands): 2021 2020 Accrued benefit cost $ (3,107) $ (3,089) Accumulated other comprehensive loss 785 977 Net amount recognized $ (2,322) $ (2,112) |
Schedule of benefits expected to be paid in each of the next five years and thereafter | The benefits expected to be paid in each of the next five years and thereafter are as follows ( amounts in thousands December 31, 2021 2022 $ 214 2023 182 2024 129 2025 139 2026 135 2027 through 2031 957 $ 1,756 |
Schedule of weighted-average rates used | At December 31, 2021 and 2020, the following weighted-average rates were used: 2021 2020 Discount rate on the benefit obligation 2.46 % 2.00 % Rate of employee compensation increase(a) 2.50 % 1.75 % - 2.50 % (a) Rate of employee compensation increase is 1.75% per year through 2021, and 2.50% per year thereafter. |
Schedule of pension expenses | Pension expense for the years ended December 31, 2021 and 2020, consists of the following ( amounts in thousands 2021 2020 Service cost $ 127 $ 116 Interest cost 58 76 Expected return on plan assets — — Recognized actuarial loss (gain) — — Amortization of prior service cost 7 8 Net loss amortization 58 40 $ 250 $ 240 |
Schedule of further information about the Plan | Further information about the Plan is presented in the table below ( amounts in thousands Expiration Date of Pension Protection Funding Improvement WAPA’s Collective Act Zone Status Plan/Rehabilitation Plan Contribution Surcharge Bargaining Pension Fund EIN 2020 Status 2021 2020 Imposed Agreements TNGIPP (Plan No. 001) 52-1082662 Red Implemented $ 144 $ 141 No May 31, 2022 |
Nature of Business and Signif_4
Nature of Business and Significant Accounting Policies (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($)segment$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Jul. 15, 2021 | Nov. 26, 2018 | |
Nature of business | |||||
Number of operating segments | segment | 1 | ||||
Numerator for income (loss) per common share calculation: | |||||
Net income (loss) attributable to Hemisphere Media Group, Inc. | $ | $ 11,063 | $ (1,235) | |||
Net income (loss) available for common shareholders - basic | $ | 11,063 | (1,235) | |||
Net income (loss) available for common shareholders - diluted | $ | $ 11,063 | $ (1,235) | |||
Denominator for income (loss) per common share calculation: | |||||
Weighted-average common shares, basic | 39,612 | 39,434 | |||
Effect of dilutive securities | |||||
Stock options, restricted stock and warrants | 322 | ||||
Weighted-average common shares, diluted | 39,934 | 39,434 | |||
Income (loss) per share attributable to Hemisphere Media Group, Inc. | |||||
Basic | $ / shares | $ 0.28 | $ (0.03) | |||
Diluted | $ / shares | $ 0.28 | $ (0.03) | |||
Shares excluded from the computation of diluted income (loss) per common share | 2,500 | 3,300 | |||
Outstanding common stock awards excluded from computation of diluted loss per share | 100 | ||||
Snap Global. LLC | |||||
Nature of business | |||||
Equity interest acquired (as a percent) | 75.00% | ||||
Percentage of minority interest relinquished | 25.00% | ||||
PANTAYA | |||||
Nature of business | |||||
Equity interest acquired (as a percent) | 75.00% | 75.00% | |||
Equity interest owned prior to transaction (in percent) | 25.00% | 25.00% | |||
Total cash consideration | $ | $ 123,605 |
Nature of Business and Signif_5
Nature of Business and Significant Accounting Policies - Barter, Advertising and Marketing Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Barter transactions: | ||
Barter revenue | $ 449 | $ 434 |
Barter expense | (490) | (419) |
Barter revenue and expense | (41) | 15 |
Advertising and marketing costs: | ||
Advertising and marketing costs | $ 39,300 | $ 3,100 |
Nature of Business and Signif_6
Nature of Business and Significant Accounting Policies - Allowance For Doubtful Accounts and Programming Rights (Details) $ in Thousands, ₺ in Millions | 12 Months Ended | ||
Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2021TRY (₺) | |
Accounts receivable: | |||
Threshold period for considering receivable as past due | 90 days | ||
Changes in the allowance for doubtful accounts | |||
Beginning of Year | $ 919 | $ 507 | |
Provisions for bad debt | 87 | 922 | |
Write-offs | 239 | 577 | |
Recoveries | 4 | 67 | |
End of Year | 771 | 919 | |
Programming rights and costs: | |||
Impairment of programming rights | 900 | ||
Amortization of programming rights | $ 15,295 | $ 16,841 | |
Capitalized in development production costs, current portion | ₺ | ₺ 19.8 | ||
Capitalized in development production costs, non-current portion | ₺ | ₺ 1 |
Nature of Business and Signif_7
Nature of Business and Significant Accounting Policies - Property And Equipment (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Minimum | |
Property and equipment | |
Useful life | 1 year |
Maximum | |
Property and equipment | |
Useful life | 40 years |
Nature of Business and Signif_8
Nature of Business and Significant Accounting Policies - Equity Method Investments and Leases (Details) | Dec. 31, 2021 |
Minimum | |
Initial lease term | 1 year |
Maximum | |
Initial lease term | 7 years |
Nature of Business and Signif_9
Nature of Business and Significant Accounting Policies - Goodwill and Other Intangibles and Deferred Financing Costs (Details) $ in Thousands, ₺ in Millions | 12 Months Ended | ||
Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2021TRY (₺) | |
Goodwill and other intangibles: | |||
Goodwill and Intangible Asset Impairment | $ 0 | $ 2,784 | |
Loans other than the Third Amended Term Loan Facility | |||
Deferred financing costs: | |||
Accumulated amortization of deferred financing costs | 2,800 | 2,500 | |
Third Amended Term Loan Facility | |||
Deferred financing costs: | |||
Financing costs | 600 | ||
Accumulated amortization of deferred financing costs | 2,800 | ||
Deferred financing costs, net | 500 | ||
Third Amended Term Loan facility, Revolving Facility | |||
Deferred financing costs: | |||
Accumulated amortization of deferred financing costs | 200 | ₺ 0.2 | |
Deferred financing costs, net | 400 | ||
Long-term debt, net of current portion | Loans other than the Third Amended Term Loan Facility | |||
Deferred financing costs: | |||
Deferred financing costs, net | 500 | 800 | |
Prepaid and other current assets and other non-current assets | Third Amended Term Loan facility, Revolving Facility | |||
Deferred financing costs: | |||
Deferred financing costs, net | ₺ | ₺ 0.4 | ||
Interest expense | |||
Deferred financing costs: | |||
Financing costs | $ 400 | 400 | |
Customer relationships, non-compete agreements, affiliate agreements, and programming rights | Minimum | |||
Goodwill and other intangibles: | |||
Useful lives | 1 year | ||
Customer relationships, non-compete agreements, affiliate agreements, and programming rights | Maximum | |||
Goodwill and other intangibles: | |||
Useful lives | 10 years | ||
Snap Global. LLC | |||
Goodwill and other intangibles: | |||
Goodwill and Intangible Asset Impairment | $ 2,800 |
Nature of Business and Signi_10
Nature of Business and Significant Accounting Policies - Fair Value of Financial Instruments and Major Customers and Suppliers (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Mar. 31, 2020USD ($) | Dec. 31, 2021USD ($)item | Dec. 31, 2020USD ($) | |
Fair value of financial instruments: | |||
Impairment of equity method investment | $ 0 | $ 5,479 | |
Impairment charge | $ 0 | 2,784 | |
Impairment of Programming Rights | 900 | ||
REMEZCLA | |||
Fair value of financial instruments: | |||
Impairment of equity method investment | $ 5,500 | 5,500 | |
Revenue | Customer concentration risk | |||
Concentration risk | |||
Number of distributors who accounted for more than 10% | item | 1 | ||
Snap Global. LLC | |||
Fair value of financial instruments: | |||
Impairment charge | $ 2,800 |
Revenue Recognition (Details)
Revenue Recognition (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues | ||
Total revenue | $ 195,650 | $ 151,184 |
Deferred revenue | 7,400 | 639 |
Revenue included in deferred revenue | 400 | |
Subscriber revenue | ||
Revenues | ||
Total revenue | $ 117,042 | 77,284 |
Subscriber revenue | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-12-31 | ||
Revenues | ||
Revenue, remaining performance obligation, expected timing of satisfaction, period | 60 days | |
Advertising revenue | ||
Revenues | ||
Total revenue | $ 72,540 | 68,942 |
Advertising revenue | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-12-31 | ||
Revenues | ||
Revenue, remaining performance obligation, expected timing of satisfaction, period | 30 days | |
Other revenue | ||
Revenues | ||
Total revenue | $ 6,068 | $ 4,958 |
Business Combination (Details)
Business Combination (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Business Combination | |||
Recorded investment value | $ 24,171,000 | $ 29,782,000 | |
PANTAYA | |||
Business Combination | |||
Equity interest acquired (as a percent) | 75.00% | 75.00% | |
Equity interest owned prior to transaction (in percent) | 25.00% | 25.00% | |
Total cash consideration | $ 123,605,000 | ||
Costs incurred in connection with acquisition | $ 8,100,000 | ||
Recorded investment value | $ 0 | ||
Non-cash gain on step acquisition of unconsolidated affiliate | $ 30,100,000 |
Business Combination - Purchase
Business Combination - Purchase Price Consideration with the Pantaya Acquisition (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||
Class A common stock consideration | $ 2,188 | |
Effective settlement of pre-existing receivables and payables, net | $ 1,499 | |
PANTAYA | ||
Business Acquisition [Line Items] | ||
Total cash consideration | $ 123,605 | |
Class A common stock consideration | 2,188 | |
Effective settlement of pre-existing receivables and payables, net | 1,499 | |
Total consideration | 127,292 | |
Fair value of existing 25% equity interest | 30,092 | |
Total | $ 157,384 | |
Shares issued to certain employees, who held Pantaya stock-based compensation awards | 238,436 | |
Post-combination expenses associated with the excess fair value over replacement awards | $ 600 | |
Effective settlement of pre-existing accounts receivable | 2,300 | |
Programming rights payable | $ 800 | |
Common Class A | PANTAYA | ||
Business Acquisition [Line Items] | ||
Closing price of a shares issued in business acquisition | $ 11.65 |
Business Combination - Prelimin
Business Combination - Preliminary fair values of the assets acquired, liabilities assumed and goodwill in the Pantaya Acquisition (Details) $ in Thousands, ₺ in Millions | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2021USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2021TRY (₺) | Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($) | |
Business Combination | |||||
Goodwill | $ 231,710 | $ 231,710 | $ 165,597 | ||
Finite-lived Intangible Assets Acquired | 111,413 | ||||
PANTAYA | |||||
Business Combination | |||||
Cash | $ 985 | ||||
Accounts receivable | 5,528 | ||||
Finite-lived intangible assets | 111,413 | ||||
Other assets | 7,244 | ||||
Accounts payable | (2,807) | ||||
Accrued expenses | (9,086) | ||||
Deferred revenue | (4,112) | ||||
Programming rights payable | (15,225) | ||||
Deferred income tax | (2,669) | ||||
Goodwill | 66,100 | 66,100 | 66,113 | ||
Fair value of net assets acquired | $ 157,384 | ||||
Measurement period adjustment | 80,600 | ||||
Measurement period adjustment true up in amortization | 100 | 100 | |||
Finite-lived Intangible Assets Acquired | 111,400 | ||||
Measurement period adjustment of equity interest | ₺ | ₺ 2.7 | ||||
Goodwill excepted to be deductible for income tax | 39,000 | 39,000 | |||
Net revenues of acquiree included in consolidated statements of operations | 40,900 | ||||
Net loss for the period from acquisition | 31,500 | ||||
Customer relationships | PANTAYA | |||||
Business Combination | |||||
Finite-lived intangible assets | $ 34,900 | 34,900 | |||
Measurement period adjustment | 700 | ||||
Amortization period (in years) | 4 years | ||||
Programming rights | |||||
Business Combination | |||||
Finite-lived Intangible Assets Acquired | 29,420 | ||||
Programming rights | PANTAYA | |||||
Business Combination | |||||
Finite-lived intangible assets | $ 29,400 | 29,400 | |||
Amortization period (in years) | 4 years 7 months 6 days | ||||
Brands | |||||
Business Combination | |||||
Finite-lived Intangible Assets Acquired | 24,607 | ||||
Brands | PANTAYA | |||||
Business Combination | |||||
Finite-lived intangible assets | $ 24,600 | 24,600 | |||
Amortization period (in years) | 10 years | ||||
Distribution agreements | PANTAYA | |||||
Business Combination | |||||
Finite-lived intangible assets | $ 22,500 | $ 22,500 | |||
Amortization period (in years) | 10 years |
Business Combination - Suppleme
Business Combination - Supplemental pro forma results of operations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | ||
Amortization of finite-lived intangible assets | $ 21,064 | $ 6,767 |
PANTAYA | ||
Business Acquisition [Line Items] | ||
Net revenue | 206,980 | 195,911 |
Operating income (loss) | 6,983 | (2,525) |
Amortization of finite-lived intangible assets | 5,000 | 19,800 |
Non-recurring costs incurred | 8,100 | |
PANTAYA | Subscriber revenue | ||
Business Acquisition [Line Items] | ||
Net revenue | 128,289 | 116,866 |
PANTAYA | Advertising revenue | ||
Business Acquisition [Line Items] | ||
Net revenue | 72,520 | 68,474 |
PANTAYA | Other revenue | ||
Business Acquisition [Line Items] | ||
Net revenue | $ 6,171 | $ 10,571 |
Related Party Transactions (Det
Related Party Transactions (Details) $ in Thousands, ₺ in Millions | 12 Months Ended | |||
Dec. 31, 2021USD ($)item | Dec. 31, 2021TRY (₺)item | Dec. 31, 2020USD ($) | Dec. 31, 2021TRY (₺) | |
Related party transactions | ||||
Remaining commitment | $ 38,234 | |||
TelevisaUnivision | ||||
Related party transactions | ||||
Total expense | 200 | $ 0 | ||
Due to related parties | 0 | 0 | ||
Revenue recognized from related party | 100 | 100 | ||
Due from related parties | $ 0 | 0 | ||
MVS Multivision Digital Sde RLde CV and Affiliates | Satellite and Support Services Agreement | Cinelatino | ||||
Related party transactions | ||||
Number of channel feeds delivered through satellite | item | 2 | 2 | ||
Total expense | $ 2,600 | 2,600 | ||
Due to related parties | 400 | 600 | ||
MVS Multivision Digital Sde RLde CV and Affiliates | Affiliation Agreement | ||||
Related party transactions | ||||
Revenue recognized from related party | 800 | 1,100 | ||
Due from related parties | 100 | 300 | ||
MVS Multivision Digital Sde RLde CV and Affiliates | Master License Agreement | Cinelatino | ||||
Related party transactions | ||||
Revenue recognized from related party | 700 | 900 | ||
Due from related parties | $ 0 | 400 | ||
Distribution fee as a percentage of revenue earned | 13.50% | 13.50% | ||
Director | Consulting Agreement with Director | ||||
Related party transactions | ||||
Total expense | $ 500 | 500 | ||
Due to related parties | $ 0 | 0 | ||
Searchlight Capital Partners LLC | ||||
Related party transactions | ||||
Amount received from related party | $ 3,300 | |||
TelevisaUnivision, Inc. | Advertising Purchase Agreement | PANTAYA | ||||
Related party transactions | ||||
Total expense | ₺ | ₺ 1.1 | |||
Due to related parties | ₺ | ₺ 0.1 | |||
Remaining commitment | ₺ | 4.1 | |||
Videocine, S.A. de C.V. | Content Output Agreements | PANTAYA | ||||
Related party transactions | ||||
Due to related parties | ₺ | 1.1 | |||
Due from related parties | ₺ | 0.6 | |||
Deferred revenue | ₺ | ₺ 2.5 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property and equipment | ||
Property and equipment, gross | $ 63,148 | $ 56,943 |
Less: accumulated depreciation | (33,089) | (28,726) |
Property and equipment, net excluding equipment installations in progress | 30,059 | 28,217 |
Total property and equipment, net | 31,554 | 31,798 |
Depreciation expense | 4,400 | 4,700 |
Equipment purchased | 2,100 | 900 |
Reimbursement received | 2,600 | 1,200 |
Land and Improvements | ||
Property and equipment | ||
Property and equipment, gross | 8,724 | 8,724 |
Building | ||
Property and equipment | ||
Property and equipment, gross | 11,325 | 11,325 |
Equipment | ||
Property and equipment | ||
Property and equipment, gross | 41,842 | 35,637 |
Towers | ||
Property and equipment | ||
Property and equipment, gross | 1,257 | 1,257 |
Equipment installations in progress | ||
Property and equipment | ||
Total property and equipment, net | $ 1,495 | $ 3,581 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Broadcast licenses | $ 41,356,000 | $ 41,356,000 |
Goodwill | 231,710,000 | 165,597,000 |
Other intangibles | 115,110,000 | 24,761,000 |
Total indefinite-lived intangibles | 388,176,000 | 231,714,000 |
Goodwill impairment charge | 0 | 1,700,000 |
Other finite lived intangible assets, impairment charge | $ 1,059,000 | |
Customer relationship intangible assets | ||
Other finite lived intangible assets, impairment charge | $ 1,100,000 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Indefinite Lived Net Balance (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Changes in goodwill | ||
Net balance at the beginning of the period | $ 165,597,000 | |
Impairment | 0 | $ (1,700,000) |
Net balance at the end of the period | 231,710,000 | 165,597,000 |
Changes in goodwill and other indefinite lived intangible assets, on a net basis | ||
Net balance at the beginning of the period | 223,639,000 | 225,364,000 |
Additions | 66,113,000 | |
Impairment | (1,725,000) | |
Net balance at the end of the period | 289,752,000 | 223,639,000 |
Licensing Agreements | ||
Changes in other indefinite-lived intangible assets | ||
Net balance at the beginning of the period | 41,356,000 | 41,356,000 |
Net balance at the end of the period | 41,356,000 | 41,356,000 |
Goodwill | ||
Changes in goodwill | ||
Net balance at the beginning of the period | 165,597,000 | 167,322,000 |
Additions | 66,113,000 | |
Impairment | (1,725,000) | |
Net balance at the end of the period | 231,710,000 | 165,597,000 |
Brands | ||
Changes in other indefinite-lived intangible assets | ||
Net balance at the beginning of the period | 15,986,000 | 15,986,000 |
Net balance at the end of the period | 15,986,000 | 15,986,000 |
Other intangibles | ||
Changes in other indefinite-lived intangible assets | ||
Net balance at the beginning of the period | 700,000 | 700,000 |
Net balance at the end of the period | $ 700,000 | $ 700,000 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Other Amortizable Intangible (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Changes in other amortizable intangible assets | ||
Net balance at the beginning of the period | $ 8,075 | $ 15,901 |
Additions | 111,413 | |
Impairment | (1,059) | |
Amortization | (21,064) | (6,767) |
Net balance at the end of the period | 98,424 | 8,075 |
Affiliate and customer relationships | ||
Changes in other amortizable intangible assets | ||
Net balance at the beginning of the period | 7,304 | 14,352 |
Additions | 57,386 | |
Impairment | (1,059) | |
Amortization | (14,009) | (5,989) |
Net balance at the end of the period | 50,681 | 7,304 |
Brands | ||
Changes in other amortizable intangible assets | ||
Additions | 24,607 | |
Amortization | (1,845) | |
Net balance at the end of the period | 22,762 | |
Advertiser relationship | ||
Changes in other amortizable intangible assets | ||
Net balance at the beginning of the period | 138 | |
Amortization | (138) | |
Non-compete agreement | ||
Changes in other amortizable intangible assets | ||
Net balance at the beginning of the period | 329 | 826 |
Amortization | (329) | (497) |
Net balance at the end of the period | 329 | |
Other intangibles | ||
Changes in other amortizable intangible assets | ||
Net balance at the beginning of the period | 15 | 68 |
Amortization | (15) | (53) |
Net balance at the end of the period | 15 | |
Programming rights | ||
Changes in other amortizable intangible assets | ||
Net balance at the beginning of the period | 427 | 517 |
Additions | 29,420 | |
Amortization | (4,866) | (90) |
Net balance at the end of the period | $ 24,981 | $ 427 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Future Estimated Amortization Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Amortizable intangible assets | |||
Amortization of finite-lived intangible assets | $ 21,064 | $ 6,767 | |
Future estimated amortization expense | |||
2022 | 21,356 | ||
2023 | 19,919 | ||
2024 | 19,919 | ||
2025 | 12,521 | ||
2026 and thereafter | 24,709 | ||
Total | $ 98,424 | $ 8,075 | $ 15,901 |
Weighted Average | |||
Amortizable intangible assets | |||
Remaining amortization period | 6 years |
Equity Method Investments (Deta
Equity Method Investments (Details) - USD ($) | Nov. 30, 2016 | Mar. 31, 2020 | Jul. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Jul. 15, 2021 | Mar. 31, 2021 | Nov. 26, 2018 | Feb. 07, 2018 | Feb. 06, 2018 | Apr. 28, 2017 |
Equity method investments | |||||||||||
Equity method investments | $ 24,171,000 | $ 29,782,000 | |||||||||
Income (loss) on equity method investments | (17,679,000) | 22,258,000 | |||||||||
Non-cash impairment charge | 0 | 5,479,000 | |||||||||
Other assets | 7,410,000 | 4,333,000 | |||||||||
Canal 1 | |||||||||||
Equity method investments | |||||||||||
Equity method investments | 126,300,000 | ||||||||||
Income (loss) on equity method investments | $ 12,400,000 | 22,100,000 | |||||||||
Percentage of losses recorded | 100.00% | ||||||||||
Net equity method investments | $ 24,200,000 | 29,900,000 | |||||||||
Other assets | $ 2,600,000 | 2,600,000 | |||||||||
Colombian content producers, Radio television and NTC Nacional | Television broadcast license | |||||||||||
Equity method investments | |||||||||||
Ownership Percentage | 40.00% | 20.00% | |||||||||
License life (in years) | 10 years | 20 years | |||||||||
Additional consideration for the extended license period | $ 0 | ||||||||||
Additional renewable period for license (in years) | 10 years | ||||||||||
REMEZCLA | |||||||||||
Equity method investments | |||||||||||
Equity method investments | $ 5,000,000 | ||||||||||
Net equity method investments | $ 0 | 0 | |||||||||
Non-cash impairment charge | $ 5,500,000 | 5,500,000 | |||||||||
Snap JV | |||||||||||
Equity method investments | |||||||||||
Equity method investments | 0 | 0 | |||||||||
Income (loss) on equity method investments | 0 | $ 200,000 | |||||||||
Net equity method investments | $ 400,000 | ||||||||||
Snap Global. LLC | |||||||||||
Equity method investments | |||||||||||
Ownership Percentage | 100.00% | ||||||||||
REMEZCLA | |||||||||||
Equity method investments | |||||||||||
Equity interest acquired (as a percent) | 25.50% | ||||||||||
Snap JV | Snap Global. LLC | |||||||||||
Equity method investments | |||||||||||
Equity interest acquired (as a percent) | 50.00% | ||||||||||
PANTAYA | |||||||||||
Equity method investments | |||||||||||
Equity method investments | $ 0 | ||||||||||
Equity interest owned prior to transaction (in percent) | 25.00% | 25.00% | |||||||||
Equity interest acquired (as a percent) | 75.00% | 75.00% |
Equity Method Investments - Sum
Equity Method Investments - Summarized unaudited financial data (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | |
Summary financial information of equity method investments | |||
Current assets | $ 126,364 | $ 188,968 | |
Current liabilities | 73,271 | 42,657 | |
Net revenues | 195,650 | 151,184 | |
Operating loss | 10,457 | 41,700 | |
Net loss | $ 11,031 | $ (2,138) | |
Equity Method Investment, Nonconsolidated Investee or Group of Investees | |||
Summary financial information of equity method investments | |||
Current assets | $ 14,180 | ||
Non-current assets | 20,341 | ||
Current liabilities | 73,079 | ||
Non-current liabilities | 2,352 | ||
Net revenues | 11,174 | ||
Operating loss | (11,712) | ||
Net loss | $ (33,801) |
Income Taxes - Effective Tax Re
Income Taxes - Effective Tax Reconciliation (Details) $ in Thousands, ₺ in Millions | 12 Months Ended | ||||
Dec. 31, 2021USD ($) | Dec. 31, 2021TRY (₺) | Dec. 31, 2020USD ($) | Dec. 31, 2018 | Dec. 31, 2017 | |
Components of income before income taxes | |||||
Domestic income | $ 2,475 | $ 8,112 | |||
Foreign gain (loss) | 13,550 | (1,258) | |||
Income before income tax expense | 16,025 | 6,854 | |||
Income tax expense | |||||
Current income tax expense | 5,071 | 7,405 | |||
Deferred income tax (benefit) expense | (77) | 1,587 | |||
Income tax expense | 4,994 | 8,992 | |||
Foreign withholding tax included in current tax expense | $ 2,000 | $ 1,300 | |||
Effective tax rates reconciliation | |||||
Statutory federal income tax rate (as a percent) | 21.00% | 35.00% | |||
Effective tax rate excluding equity investment in joint venture (as a percent) | 18.00% | 18.00% | 31.00% | ||
Income tax (benefit) expense reconciliation | |||||
Net tax payable | $ 1,353 | $ 2,233 | |||
Income tax expense at federal statutory rate - US Only | 3,362 | 1,439 | |||
Income tax expense at federal statutory rate - Foreign Only | 5,452 | 4,402 | |||
Permanent Items | 1,815 | 1,325 | |||
Gain from Pantaya Acquisition | (6,319) | ||||
Return to provision true-ups-Current/Deferred | 3,725 | (2,042) | |||
Foreign rate differential | (10) | (1,117) | |||
Foreign tax credits | (4,358) | (5,693) | |||
Foreign valuation allowance | 3,727 | 4,615 | |||
Change in FTC valuation allowance | (1,153) | 543 | |||
Foreign withholding taxes | 1,971 | 1,283 | |||
Deferred foreign tax credit offset | 73 | 29 | |||
State taxes and state rate change | (77) | 2,073 | |||
Puerto Rico tax credit | (3,900) | ₺ (3.9) | |||
Foreign rate tax change | 2,051 | ||||
Income tax expense (benefit) | 4,994 | 8,992 | |||
Foreign Tax Authority | PUERTO RICO | |||||
Income tax (benefit) expense reconciliation | |||||
Net tax payable | 1,000 | ||||
Net refund benefit as an impact of tax incentives | 3,000 | ||||
Revaluation of Puerto Rico deferred taxes | $ 686 | $ 84 |
Income Taxes - Deferred (Detail
Income Taxes - Deferred (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Allowances for doubtful accounts | $ 1,117 | $ 1,078 |
Deferred branch tax benefit | 11,763 | 11,645 |
Deferred revenue | 165 | 114 |
NOL credit and other carryovers | 294 | 290 |
Fixed assets | 149 | 140 |
Accrued expenses | 1,541 | 1,353 |
Foreign tax credit | 17,887 | 19,040 |
Stock compensation | 4,265 | 3,594 |
Pension | 337 | 449 |
Interest rate swap | 102 | 510 |
Intangibles | 3,252 | 1,335 |
Equity method losses | 31,827 | 26,996 |
Other deferred tax assets | 9 | 4 |
Less: Foreign losses valuation allowance | (30,913) | (27,186) |
Less: Foreign tax credit valuation allowance | (17,887) | (19,040) |
Total deferred tax assets | 23,908 | 20,322 |
Deferred tax liabilities: | ||
Prepaid expenses | (616) | (535) |
Intangibles | (18,303) | (15,506) |
Property and equipment | (9,306) | (7,992) |
Amortization expense | (18,110) | (15,595) |
Total deferred tax liabilities | (46,335) | (39,628) |
Net deferred tax liabilities | (22,427) | (19,306) |
Classification of deferred tax amounts | ||
Non-current liabilities | $ 22,427 | $ 19,306 |
Income Taxes - Other (Details)
Income Taxes - Other (Details) $ in Thousands, ₺ in Millions | 12 Months Ended | |||||
Dec. 31, 2021USD ($) | Dec. 31, 2021TRY (₺) | Dec. 31, 2021TRY (₺) | Mar. 31, 2021 | Dec. 31, 2020USD ($) | Dec. 31, 2020TRY (₺) | |
Income Taxes | ||||||
Uncertain tax position reserves | $ 100 | ₺ 0.1 | ||||
Foreign income valuation allowance | $ 30,913 | 27,186 | ||||
Foreign tax credit valuation allowance | 17,887 | 19,040 | ||||
Puerto Rico tax credit | $ 3,900 | ₺ 3.9 | ||||
Percentage of eligibility to offset the Puerto Rico income tax liability for 2021 | 50.00% | 50.00% | ||||
Percentage of eligibility to offset the Puerto Rico income tax liability for 2022 | 50.00% | 50.00% | ||||
PANTAYA | ||||||
Income Taxes | ||||||
Equity interest acquired (as a percent) | 75.00% | 75.00% | 75.00% | |||
Equity interest owned prior to transaction (in percent) | 25.00% | 25.00% | 25.00% | |||
Additional deferred tax liabilities as an adjustment to goodwill | ₺ | ₺ 2.7 | |||||
Colombian content producers, Radio television and NTC Nacional | ||||||
Income Taxes | ||||||
Foreign net operating losses carryforwards | $ 1,000 | 900 | ||||
Foreign Tax Authority | Puerto Rico, Latin America, and Mexico | ||||||
Income Taxes | ||||||
Foreign tax credit carryforwards | $ 17,900 | $ 19,000 |
Long-Term Debt (Details)
Long-Term Debt (Details) $ in Thousands, ₺ in Millions, $ in Millions | Mar. 31, 2021USD ($) | Feb. 14, 2017USD ($) | Mar. 31, 2022 | Dec. 31, 2021USD ($) | Dec. 31, 2021TRY (₺) | Dec. 31, 2021COP ($) | Dec. 31, 2020USD ($) |
Long-term debt | |||||||
Less: Current portion | $ 2,656 | $ 2,134 | |||||
Long-term debt less current portion | 246,919 | 200,856 | |||||
Maturities of long-term debt | |||||||
2022 | 2,656 | ||||||
2023 | 2,656 | ||||||
2024 | 246,976 | ||||||
Total | 252,288 | ||||||
Second Amended Term Loan Facility | |||||||
Long-term debt | |||||||
Amount of term loan | $ 213,300 | ||||||
Second Amended Term Loan Facility | London Interbank Offered Rate (LIBOR) | |||||||
Long-term debt | |||||||
Interest rate margin (as a percent) | 3.50% | ||||||
Second Amended Term Loan Facility | Alternate Base Rate | |||||||
Long-term debt | |||||||
Interest rate margin (as a percent) | 2.50% | ||||||
Senior Notes due February 2024 | |||||||
Long-term debt | |||||||
Long-term Debt | 249,575 | $ 202,990 | |||||
Senior Secured Term Loan B Facility | |||||||
Long-term debt | |||||||
Original issue discount | 4.00% | ||||||
Third Amended Term Loan Facility | |||||||
Long-term debt | |||||||
Aggregate principal amount | $ 50,000 | ||||||
Debt Instrument, Unamortized Discount | 2,200 | ||||||
Additional OID incurred | 2,000 | ||||||
Accumulated amortization of original issue discount | 3,300 | ||||||
Deferred financing costs | 500 | ||||||
Accumulated amortization | $ 2,800 | ||||||
Maximum period after each fiscal year for prepayment of debt | 90 days | ||||||
Prepayment of debt as a percentage of excess cash flow | 50.00% | ||||||
Prepayment of debt as a percentage of excess cash flow if lower leverage ratio is maintained | 0.00% | ||||||
First prepayment of debt as a percentage of excess cash flow, if lower leverage ratio is maintained | 25.00% | ||||||
Second prepayment of debt as a percentage of excess cash flow, if lower leverage ratio is maintained | 0.00% | ||||||
Amortization payments (in percentage) | 1.00% | ||||||
Financing costs | $ 600 | ||||||
Third Amended Term Loan Facility | Maximum | |||||||
Long-term debt | |||||||
Net leverage ratio | 5 | 5 | 5 | ||||
Third Amended Term Loan Facility | London Interbank Offered Rate (LIBOR) | |||||||
Long-term debt | |||||||
Interest rate margin (as a percent) | 3.50% | ||||||
Third Amended Term Loan Facility | Alternate Base Rate | |||||||
Long-term debt | |||||||
Interest rate margin (as a percent) | 2.50% | ||||||
Third Amended Term Loan facility, Revolving Facility | |||||||
Long-term debt | |||||||
Amount of term loan | $ 30,000 | ||||||
Deferred financing costs | 400 | ||||||
Deferred financing costs incurred | 600 | ||||||
Accumulated amortization | $ 200 | ₺ 0.2 | |||||
Undrawn letters of credit | $ 5 | ||||||
Maximum percentage of aggregate amount of revolving loans and letter of credit exposure | 35.00% | ||||||
Third Amended Term Loan facility, Revolving Facility | First Lien Net Leverage Ratio | |||||||
Long-term debt | |||||||
Debt caps amount | $ 60,000 | ||||||
Third Amended Term Loan facility, Revolving Facility | 25 bps step-up at a First Lien Net Leverage Ratio | |||||||
Long-term debt | |||||||
Interest rate margin (as a percent) | 0.25% | ||||||
Net leverage ratio | 3.50 | 3.50 | 3.50 | ||||
Third Amended Term Loan facility, Revolving Facility | First 25 bps step-down on First Lien Net Leverage Ratio | |||||||
Long-term debt | |||||||
Interest rate margin (as a percent) | 0.02% | ||||||
Net leverage ratio | 2.50 | 2.50 | 2.50 | ||||
Third Amended Term Loan facility, Revolving Facility | Second 25 bps step-down on First Lien Net Leverage Ratio | |||||||
Long-term debt | |||||||
Interest rate margin (as a percent) | 0.25% | ||||||
Net leverage ratio | 1.50 | 1.50 | 1.50 | ||||
Third Amended Term Loan facility, Revolving Facility | London Interbank Offered Rate (LIBOR) | |||||||
Long-term debt | |||||||
Interest rate margin (as a percent) | 2.75% | ||||||
Third Amended Term Loan facility, Revolving Facility | London Interbank Offered Rate (LIBOR) | Minimum | |||||||
Long-term debt | |||||||
Interest rate floor (as a percent) | 0.00% | 0.00% | 0.00% | ||||
Third Amended Term Loan facility, Revolving Facility | Alternate Base Rate | |||||||
Long-term debt | |||||||
Interest rate margin (as a percent) | 1.75% | ||||||
Annual commitment fee (as a percent) | 0.375% |
Derivative Instruments (Details
Derivative Instruments (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | May 04, 2017 | |
Derivative | |||
Unrealized gain (loss) due to change in fair value | $ 1.8 | $ (1.4) | |
Loss or gain in fair value | 0 | 0 | |
Interest Rate Swap | |||
Derivative | |||
Net interest income (expense) | (1.8) | (1.3) | |
Derivative liability - Interest rate swap | $ 0.4 | $ 2.2 | |
London Interbank Offered Rate (LIBOR) | Non designated | Interest Rate Swap | |||
Derivative | |||
Notional amount | $ 100 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Nov. 26, 2018 | |
Fair Value, Measurements, Nonrecurring | ||||
Fair Value Measurements | ||||
Assets fair value | $ 0 | |||
Liabilities fair value | $ 0 | |||
PANTAYA | ||||
Fair Value Measurements | ||||
Equity interest acquired (as a percent) | 75.00% | 75.00% | ||
Equity interest owned prior to transaction (in percent) | 25.00% | 25.00% | ||
Non-cash gain on step acquisition of unconsolidated affiliate | $ 30,100 | |||
Snap Global. LLC | ||||
Fair Value Measurements | ||||
Equity interest acquired (as a percent) | 75.00% | |||
Cash flow hedges | Other long-term liabilities | Fair value, Recurring | ||||
Fair Value Measurements | ||||
Derivative liability - Interest rate swap | 439 | $ 2,231 | ||
Cash flow hedges | Other long-term liabilities | Level 2 | Fair value, Recurring | ||||
Fair Value Measurements | ||||
Derivative liability - Interest rate swap | $ 439 | $ 2,231 |
Stockholders' Equity - Capital
Stockholders' Equity - Capital Stock (Details) ₺ in Millions | Dec. 31, 2021Vote$ / sharesshares | Nov. 19, 2021TRY (₺)shares | Dec. 31, 2020$ / sharesshares | Nov. 18, 2020$ / shares | Nov. 18, 2020TRY (₺) |
Common Class B | |||||
Capital Stock | |||||
Common stock, shares issued | 19,720,381 | 19,720,381 | |||
Common stock, shares outstanding | 19,720,381 | ||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||
Common stock votes | Vote | 10 | ||||
Common Class A | |||||
Capital Stock | |||||
Common stock, shares issued excluding treasury shares | 20,611,409 | ||||
Common stock, shares issued | 25,999,998 | 25,457,709 | |||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Shares repurchased | 200,000 | ||||
Aggregate purchase price | ₺ | ₺ 1.7 | ||||
Common stock votes | Vote | 1 | ||||
Common Class A | Maximum | |||||
Capital Stock | |||||
Authorized repurchase amount | ₺ | ₺ 20 |
Stockholders' Equity - Other (D
Stockholders' Equity - Other (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021USD ($)installment$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | May 25, 2021shares | |
Stockholders' Equity | ||||
Shares available for issuance | 3,000,000 | |||
Number of shares | ||||
Outstanding at the beginning of the period (in shares) | 592,000 | |||
Granted (in shares) | 163,000 | |||
Vested (in shares) | (256,000) | |||
Outstanding at the end of the period (in shares) | 592,000 | |||
Weighted-average grant date fair value | ||||
Outstanding at the beginning of the period (in dollars per share) | $ / shares | $ 12.32 | |||
Granted (in dollars per share) | $ / shares | 9.59 | |||
Vested (in dollars per share) | $ / shares | $ 12.65 | |||
Outstanding at the end of the period (in dollars per share) | $ / shares | $ 12.32 | |||
Stock option and restricted stock | ||||
Stock-based compensation | ||||
Stock-based compensation expense (in dollars) | $ | $ 6,100 | $ 5,300 | ||
Restricted Stock | ||||
Stock-based compensation | ||||
Unrecognized compensation cost related to unvested restricted stock (in dollars) | $ | $ 4,400 | |||
Weighted-average periods over which unrecognized compensation cost recognized | 1 year 8 months 12 days | |||
Number of shares | ||||
Outstanding at the beginning of the period (in shares) | 499,000 | |||
Granted (in shares) | 647,000 | |||
Vested (in shares) | (529,000) | |||
Forfeited (in shares) | (3,000) | |||
Outstanding at the end of the period (in shares) | 614,000 | 499,000 | ||
Weighted-average grant date fair value | ||||
Outstanding at the beginning of the period (in dollars per share) | $ / shares | $ 11.26 | |||
Granted (in dollars per share) | $ / shares | 11.79 | |||
Vested (in dollars per share) | $ / shares | 11.25 | |||
Forfeited (in dollars per share) | $ / shares | 12.56 | |||
Outstanding at the end of the period (in dollars per share) | $ / shares | $ 11.79 | $ 11.26 | ||
Employee Stock Options | ||||
Stock-based compensation | ||||
Unrecognized compensation cost related to unvested stock options (in dollars) | $ | $ 3,200 | |||
Weighted-average periods over which unrecognized compensation cost recognized | 2 years 6 months | |||
Estimated forfeitures (as a percent) | 1.50% | |||
Valuation assumptions | ||||
Dividend yield (as a percent) | 0.00% | |||
Number of shares | ||||
Outstanding at the beginning of the period (in shares) | 3,935,000 | 3,855,000 | ||
Granted (in shares) | 625,000 | 80,000 | ||
Exercised (in shares) | (50,000) | |||
Forfeited (in shares) | (8,000) | |||
Expired (in shares) | (57,000) | |||
Outstanding at the end of the period (in shares) | 4,445,000 | 3,935,000 | 3,855,000 | |
Vested at the end of the period (in shares) | 3,415,000 | |||
Exercisable at the end of the period (in shares) | 3,415,000 | |||
Weighted-average exercise price | ||||
Outstanding at the beginning of the period (in dollars per share) | $ / shares | $ 11.69 | $ 11.72 | ||
Granted (in dollars per share) | $ / shares | 11.94 | 10.05 | ||
Exercised (in dollars per share) | $ / shares | 10.20 | |||
Forfeited (in dollars per share) | $ / shares | 14 | |||
Expired (in dollars per share) | $ / shares | 14.55 | |||
Outstanding at the end of the period (in dollars per share) | $ / shares | 11.69 | $ 11.69 | $ 11.72 | |
Vested at the end of the period (in dollars per share) | $ / shares | 11.65 | |||
Exercisable at the end of the period (in dollars per share) | $ / shares | $ 11.65 | |||
Weighted-average remaining contractual term | ||||
Outstanding | 4 years 9 months 18 days | 5 years 1 month 6 days | 6 years 1 month 6 days | |
Granted | 6 years | 6 years | ||
Vested at the end of the period | 3 years 8 months 12 days | |||
Exercisable at the end of the period | 3 years 8 months 12 days | |||
Aggregate intrinsic value | ||||
Outstanding at the beginning of the period (in dollars) | $ | $ 291 | $ 12,101 | ||
Outstanding at the end of the period (in dollars) | $ | $ 291 | $ 12,101 | ||
Weighted-average grant date fair value of options granted (in dollars per share) | $ / shares | $ 4.70 | $ 4.01 | ||
Performance-based Stock Option | ||||
Number of shares | ||||
Unvested options | 500,000 | |||
Performance-based Restricted Stock | ||||
Number of shares | ||||
Unvested options | 42,500 | |||
Aggregate intrinsic value | ||||
Vesting period | 3 years | |||
Time Based Restricted Stock and Stock Option | ||||
Stockholders' Equity | ||||
Number of equal annual installments for vesting of awards | installment | 3 | |||
Time Based Restricted Stock and Stock Option | Black Scholes Pricing Model | ||||
Valuation assumptions | ||||
Weighted-average expected term (years) | 6 years | |||
Time Based Restricted Stock and Stock Option | Minimum | Black Scholes Pricing Model | ||||
Valuation assumptions | ||||
Risk-free interest rate (as a percent) | 0.94% | 0.42% | ||
Volatility (as a percent) | 37.30% | 44.20% | ||
Time Based Restricted Stock and Stock Option | Maximum | Black Scholes Pricing Model | ||||
Valuation assumptions | ||||
Risk-free interest rate (as a percent) | 1.29% | 0.50% | ||
Volatility (as a percent) | 40.70% | 46.10% | ||
Time Based Restricted Stock | ||||
Aggregate intrinsic value | ||||
Vesting period | 3 years | |||
Common Class A | ||||
Stockholders' Equity | ||||
Shares authorized for issuance | 10,200,000 |
Stockholders' Equity - Non-cont
Stockholders' Equity - Non-controlling interest (Details) - Snap Global. LLC $ in Millions | Jul. 15, 2021USD ($) |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Percentage of minority interest relinquished | 25.00% |
Consideration Waived | $ 0.5 |
Leases (Details)
Leases (Details) $ in Thousands, ₺ in Millions | 12 Months Ended | ||
Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2020TRY (₺) | |
Leases | |||
Total lease cost | $ 1,120 | $ 761 | ₺ 0.8 |
Classification of operating leases | |||
Operating lease right-of-use assets | 1,281 | 1,820 | |
Operating lease liability, current | 538 | 609 | |
Operating lease liability, non-current | $ 890 | $ 1,400 | |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Other Accrued Liabilities, Current | Other Accrued Liabilities, Current | |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Other Liabilities, Noncurrent | Other Liabilities, Noncurrent | |
Lease cost | |||
Operating lease cost | $ 673 | $ 656 | |
Short-term lease cost | 447 | 105 | |
Total lease cost | $ 1,120 | 761 | ₺ 0.8 |
Lease Term and Discount Rate | |||
Weighted-average remaining lease term | 3 years | ||
Weighted average discount rate | 6.10% | ||
Cash paid for amounts included in the measurement of lease liabilities | |||
Operating cash flows from operating leases | $ 620 | 677 | |
Operating lease right-of-use assets obtained in exchange for new operating lease liabilities | $ 23 | $ 541 | |
Minimum | |||
Leases | |||
Initial lease term | 1 year | ||
Maximum | |||
Leases | |||
Initial lease term | 7 years |
Leases - Maturity Analysis (Det
Leases - Maturity Analysis (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Future minimum lease commitments | |
2022 | $ 609 |
2023 | 517 |
2024 | 232 |
2025 | 147 |
2026 and thereafter | 58 |
Total minimum payments | 1,563 |
Less: amount representing interest | (135) |
Lease liability | $ 1,428 |
Commitments (Details)
Commitments (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Future minimum payments for other commitments | |
2022 | $ 28,387 |
2023 | 5,651 |
2024 | 2,605 |
2025 | 937 |
2026 and thereafter | 654 |
Total | $ 38,234 |
Retirement Plans - Other (Detai
Retirement Plans - Other (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021USD ($)employee | Dec. 31, 2020USD ($) | |
Projected benefit obligation: | ||
Balance, beginning of the year | $ 3,089 | $ 2,637 |
Service cost | 127 | 116 |
Interest cost | 58 | 76 |
Actuarial (gain) loss | (126) | 422 |
Benefits paid to participants | (41) | (162) |
Balance, end of year | 3,107 | 3,089 |
Funded status of the plan | ||
Excess of benefit obligation over the value of plan assets | (3,107) | (3,089) |
Unrecognized net actuarial loss | 772 | 957 |
Unrecognized prior service cost | 13 | 20 |
Accrued benefit cost | (2,322) | (2,112) |
Net amounts recognized in the consolidated balance sheets | ||
Accrued benefit cost | (3,107) | (3,089) |
Accumulated other comprehensive loss | 785 | 977 |
Accrued benefit cost | (2,322) | $ (2,112) |
Benefits expected to be paid in each of the next five years and thereafter | ||
2022 | 214 | |
2023 | 182 | |
2024 | 129 | |
2025 | 139 | |
2026 | 135 | |
2027 through 2031 | 957 | |
Total | $ 1,756 | |
Weighted-average rates used | ||
Discount rate on the benefit obligation (as a percent) | 2.46% | 2.00% |
Rate of employee compensation increase (as a percent) | 2.50% | |
Rate of employee compensation increase through next year (as a percent) | 1.75% | |
Rate of employee compensation increase thereafter (as a percent) | 2.50% | |
Pension expense | ||
Service cost | $ 127 | $ 116 |
Interest cost | 58 | 76 |
Amortization of prior service cost | 7 | 8 |
Net loss amortization | 58 | 40 |
Net periodic benefit cost | $ 250 | $ 240 |
Minimum | ||
Weighted-average rates used | ||
Rate of employee compensation increase (as a percent) | 1.75% | |
Maximum | ||
Weighted-average rates used | ||
Rate of employee compensation increase (as a percent) | 2.50% | |
WAPA | ||
Number of months to be in service for applicability of retirement plan | 3 months | |
Number of weeks per year of service for one-time lump sum payment at retirement | 14 days | |
Maximum number of retirees per year under the plan | employee | 5 | |
Number of retirees per year under the retirement plan | employee | 154 | |
WAPA | Maximum | ||
Number of weeks per year of service for one-time lump sum payment at retirement | 315 days |
Retirement Plans - Multiemploye
Retirement Plans - Multiemployer Pension Plan (Details) - Multiemployer Plans, Pension - WAPA - USD ($) | Jul. 01, 2017 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Multiemployer pension | ||||
Period for payments under the plan (in years) | 3 years | |||
Maximum period for payments under the plan (in years) | 10 years | |||
Period for ending of payment obligation (in years) | 20 years | |||
Projected insolvency of the plan (in years) | 19 years | |||
Employer contributions to the plan per week through May 31, 2022 | $ 18.03 | |||
Contribution to the plan assets (as a percent) | 5.00% | |||
Contributions | $ 144,000 | $ 141,000 |