Item 7.01. Regulation FD Disclosure.
On March 30, 2020, Hemisphere Media Group, Inc. (the "Company") issued a press
release announcing that the Company is withdrawing its Adjusted EBITDA guidance
for the year ending December 31, 2020.
A copy of the Company's press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
The information included in this Current Report on Form 8-K, including the
exhibit attached hereto, is furnished solely pursuant to Item 7.01 of this
Current Report on Form 8-K. Consequently, it is not deemed filed for the
purposes of Section 18 of the Securities Exchange Act of 1934, as amended
("Exchange Act"), or otherwise subject to the liabilities of that section. It
may only be incorporated by reference in another filing under the Securities Act
of 1933, as amended, or the Exchange Act if such subsequent filing specifically
references this Current Report on Form 8-K.
Statements in this Current Report on Form 8-K, including the exhibit attached
hereto and oral statements made from time to time by representatives of
Hemisphere may contain certain statements about the Company and its consolidated
subsidiaries that are "forward-looking statements" within the meaning of the
U.S. Private Securities Litigation Reform Act of 1995. These include, but are
not limited to, Puerto Rico's uncertain political climate, as well as delays in
the disbursement of earmarked federal funds on the local economy and advertising
market, the effects of Hurricane Maria and recent earthquakes in Puerto Rico on
the Company's business and the advertising market in Puerto Rico as well as the
Company's customers, employees, third-party vendors and suppliers, the effect on
affiliate revenue that Hemisphere receives, short and long-term migration shifts
in Puerto Rico, the Company's ability to timely and fully recover proceeds under
our insurance policies, the effects of a contagious disease like the novel
coronavirus on the Company's business and the advertising market, either
nationally or in the local markets in which the Company operates, the Company's
ability to successfully integrate acquired assets and achieve anticipated
synergies, statements relating to the Company's future financial and operating
results (including growth and earnings), plans, objectives, expectations and
intentions and other statements that are not historical facts. These statements
are based on the current expectations of the management of the Company and are
subject to uncertainty and changes in circumstance, which may cause actual
results to differ materially from those expressed or implied in such
forward-looking statements. Without limitation, any statements preceded or
followed by or that include the words "targets," "plans," "believes," "expects,"
"intends," "will," "likely," "may," "anticipates," "estimates," "projects,"
"should," "would," "expect," "positioned," "strategy," "future," or words,
phrases or terms of similar substance or the negative thereof, are
forward-looking statements. In addition, these statements are based on a number
of assumptions that are subject to change. Factors that could cause actual
results to differ materially from those expressed or implied by the
forward-looking statements are discussed under the headings "Risk Factors" and
"Forward-Looking Statements" in the Company's most recent Annual Report on Form
10-K, filed with the Securities and Exchange Commission ("SEC"), as they may be
updated in any future reports filed with the SEC. If one or more of these
factors materialize, or if any underlying assumptions prove incorrect, the
Company's actual results, performance, or achievements may vary materially from
any future results, performance or achievements expressed or implied by these
forward-looking statements. Forward-looking statements included herein are made
as of the date hereof, and the Company undertakes no obligation to update
publicly such statements to reflect subsequent events or circumstances.
Item 8.01. Other Events.
Supplemental Risk Factor
In light of recent developments relating to COVID-19, the Company is
supplementing Item 1A. Risk Factors in the Annual Report on Form 10-K for the
year ended December 31, 2019, as filed with the SEC on March 9, 2020. The
following risk factor should be read in conjunction with the risk factors
described in the Annual Report on Form 10-K.
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Adverse conditions in the U.S. and international economies could negatively
impact our results of operations.
Unfavorable general economic conditions, such as a recession or economic
slowdown in parts of the United States or in one or more of the major markets in
which we operate, could negatively affect our advertising revenue. If these
events were to occur, it could have a material adverse effect on our results of
operations.
The risks associated with our advertising revenue become more acute in periods
of a slowing economy or recession, including, as a result of public health
crises, such as the recent outbreak of the COVID-19 novel coronavirus. As a
result of the COVID-19 pandemic, television viewing audiences around the globe
have increased dramatically and we have experienced an increase in ratings and
delivery across our Networks as many people are self-isolating at home.
However, the outbreak of the novel coronavirus may have a material and adverse
impact on advertising in the near and medium term as expenditures by advertisers
tend to be cyclical, reflecting overall economic conditions and budgeting and
buying patterns.
The magnitude of the impact will depend on the duration and extent of the global
pandemic and the impact of federal, state, local and foreign governmental
actions and consumer behavior in response to the pandemic and such governmental
actions. Due to the evolving and uncertain nature of this situation, we are not
able to estimate the full extent of the negative impact on our operating results
and financial position particularly over the near to medium term.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description of Exhibit
99.1 Press Release issued by the Company on March 30, 2020
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