OVERVIEW



Our Company



We are a leading U.S. Spanish-language media company serving the fast growing
and highly attractive U.S. Hispanic and Latin American markets with broadcast
and cable television networks and digital content platforms including five
Spanish-language cable television networks distributed in the U.S., two
Spanish-language cable television networks distributed in Latin America, the
#1-rated broadcast television network in Puerto Rico, the #3-rated broadcast
television network in Colombia, a Spanish-language OTT video subscription
service distributed in the U.S. and a leading distributor of content to
television and digital media platforms in Latin America.



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

Cinelatino: the leading Spanish-language cable movie network with over 18

million subscribers across the U.S., Latin America and Canada. Cinelatino is

programmed with a lineup featuring the best contemporary films and original

? television series from Mexico, Latin America, and the United States. Driven by

the strength of its programming and distribution, Cinelatino is the highest

rated Spanish-language original movie network in the U.S. overall, based on


   coverage ratings.



WAPA: the leading broadcast television network and television content producer

in Puerto Rico. WAPA has been the #1-rated broadcast television network in

Puerto Rico since the start of Nielsen audience measurement ten years ago. WAPA

? is Puerto Rico's news leader and the largest local producer of news and

entertainment programming, producing over 65 hours in the aggregate each week.

Additionally, we operate WAPA.TV, a leading news and entertainment website in

Puerto Rico, featuring content produced by WAPA.



WAPA Deportes: Through its multicast signal, WAPA distributes WAPA Deportes, a

? leading sports television network in Puerto Rico, featuring Major League

Baseball (MLB), National Basketball Association (NBA) and professional sporting


   events from Puerto Rico.



WAPA America: a cable television network serving primarily Puerto Ricans and

other Caribbean Hispanics living in the U.S. WAPA America's programming

? features news and entertainment programming produced by WAPA. WAPA America is

distributed in the U.S. to over 3.8 million subscribers, excluding digital


   basic subscribers.



Pasiones: a cable television network dedicated to showcasing the most popular

telenovelas and serialized dramas, distributed in the U.S. and Latin America.

? Pasiones features top-rated telenovelas from Latin America, Turkey, India, and

South Korea (dubbed into Spanish), and is currently the highest rated primetime

cable television network devoted to telenovelas. Pasiones has over 18.2 million


   subscribers across the U.S. and Latin America.



Centroamerica TV: a cable television network targeting Central Americans living

in the U.S., the third largest U.S. Hispanic group and the fastest growing

segment of the U.S. Hispanic population. Centroamerica TV features the most

? popular news and entertainment from Central America, as well as soccer

programming from the top professional soccer leagues in the region.

Centroamerica TV is distributed in the U.S. to approximately 3.6 million


   subscribers.



Television Dominicana: a cable television network targeting Dominicans living

in the U.S., the fourth largest U.S. Hispanic group. Television Dominicana airs

? the most popular news and entertainment programs from the Dominican Republic,

as well as the Dominican Republic professional baseball league, featuring

current and former players from MLB. Television Dominicana is distributed in


   the U.S. to over 2.2 million subscribers.



Canal 1: the #3-rated broadcast television network in Colombia. We own a 40%

interest in Canal 1 in partnership with leading producers of news and

? entertainment content in Colombia. The partnership was awarded a 10-year

renewable broadcast television concession in 2016. The partnership began

operating Canal 1 on May 1, 2017 and launched a new




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programming lineup on August 14, 2017. In July 2019, the Colombian government

enacted legislation resulting in the extension of the concession license for an

additional ten years for no additional consideration. The concession is now due

to expire on April 30, 2037 and is renewable for an additional 20-year period.

Pantaya: is the first-ever premium streaming destination for world-class movies

and series in Spanish offering the largest selection of current and classic

blockbusters and critically acclaimed titles from Latin America and the U.S.,

? all commercial-free. Pantaya's programming includes content from our library,

Pantelion's U.S. theatrical titles, Lionsgate's movie library, and Grupo

Televisa's theatrical releases in Mexico, as well as, original series, comedy

specials and concerts. We own a 25% interest in Pantaya in partnership with


   Lionsgate, which service launched in August 2017.



Snap Media: a distributor of content to broadcast and cable television networks

and OTT, SVOD and AVOD platforms in Latin America. On November 26, 2018, we

acquired a 75% interest in Snap Media, and in connection with the acquisition,

? Snap Media entered into a joint venture with MarVista, an independent

entertainment studio and a shareholder of Snap Media, to produce original

movies and series. Snap Media is responsible for the distribution of content

owned and/or controlled by our Networks, as well as content to be produced by


   the production joint venture between Snap Media and MarVista.



REMEZCLA: a digital media company targeting English-speaking and bilingual U.S.

Hispanic millennials through innovative content. On April 28, 2017, we acquired

a 25.5% interest in REMEZCLA. As of March 31, 2020, given the uncertainty

? caused by the COVID-19 pandemic and the associated going-concern uncertainty,

we recorded a non-cash impairment charge of $5.5 million reflecting the

write-off of the full carrying amount of our investment. For more information,

see Note 5, "Equity Method Investments" of Notes to Condensed Consolidated


   Financial Statements, included elsewhere in this Quarterly Report.




Our two primary sources of revenues are advertising revenue and affiliate
revenue. All of our Networks derive revenues from advertising. Advertising
revenue is generated from the sale of advertising time, which is typically sold
pursuant to advertising orders with advertisers providing for an agreed upon
advertising commitment and price per spot. Our advertising revenue is tied to
the success of our programming, including the popularity of our programming as
measured by Nielsen and/or comScore. Our advertising is variable in nature and
tends to reflect seasonal patterns of our advertisers' demand, which is
generally greatest during the fourth quarter of each year, driven by the holiday
buying season. In addition, Puerto Rico's political election cycle occurs every
four years and we benefit from increased advertising sales in an election year.
For example, in 2016, we experienced higher advertising sales as a result of
political advertising spending during the 2016 gubernatorial elections. The next
gubernatorial election in Puerto Rico is scheduled to occur on November 3, 2020.



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



WAPA has been the #1-rated broadcast television network in Puerto Rico since the
start of Nielsen audience measurement ten years ago and management believes it
is highly valued by its viewers and cable, satellite and telecommunications
service providers. WAPA is distributed by all pay-TV distributors in Puerto Rico
and has been successfully growing affiliate revenue. WAPA's primetime household
rating in 2019 was five times higher than the most highly rated English-language
U.S. broadcast network in the U.S., CBS, and higher than the combined ratings of
CBS, NBC, ABC, FOX and the CW. As a result of its ratings success since the
start of Nielsen audience measurement, management believes WAPA is well
positioned for future growth in affiliate revenue.



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



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



Management expects our U.S. networks to benefit from growth in subscribers as
the U.S. Hispanic population continues its long-term growth. The U.S. Census
Bureau estimated that nearly 60 million Hispanics resided in the United States
in 2018, representing an increase of more than 24 million people between 2000
and 2018, and that number is projected to grow to 75 million by 2030. U.S.
Hispanic television households grew by 31% during the period from 2010 to 2020,
from 12.9 million households to 16.9 million households. Hispanic pay-TV
subscribers increased 2.3% since 2010 to 11.1 million subscribers in 2020. The
continued long-term growth of Hispanic television households creates a
significant opportunity for all of our U.S. cable networks.



Similarly, management expects Cinelatino and Pasiones to benefit from growth in
Latin America. Pay-TV subscribers in Latin America (excluding Brazil) are
projected to grow from 54.8 million in 2019 to 61.5 million in 2023,
representing projected growth of 12%. Furthermore, as of December 31, 2019,
Cinelatino and Pasiones were each distributed to only 29% and 30%, respectively,
of total pay-TV subscribers throughout Latin America (excluding Brazil).



Colombia, where we own 40% of Canal 1, the #3-rated broadcast television
network, is a large and appealing market for broadcast television. Colombia had
a population of 51 million as of December 31, 2019, the second largest in Latin
America (excluding Brazil). According to IBOPE, the three major broadcast
networks in Colombia receive a 53% share of overall viewing. These factors
resulted in an annual free-to-air television advertising market of approximately
$270 million for 2019 (as converted utilizing the average foreign exchange rate
during the period) and the third largest Latin American television advertising
market overall (excluding Brazil).



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



COVID-19 Pandemic



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



The impact of COVID-19 and measures to prevent its spread have continued to
affect our businesses in a number of ways. Beginning in March 2020, the Company
has experienced adverse advertising revenue impacts. Operationally, most
non-production and programming personnel are working remotely, and the Company
has restricted business travel. The Company has managed the remote workforce
transition effectively and there have been no material adverse impacts on
operations as of June 30, 2020. The Company is unable to predict the impact that
a significant change in circumstances, including portions of our workforce
and/or key personnel being unable to work effectively because of illness,
government actions or other restrictions in connection with the COVID-19
pandemic may have on our businesses in the future. The extent of the impact of
the COVID-19 pandemic on our future operations will depend on numerous factors,
all of which are highly uncertain and cannot be predicted. These factors include
the length and

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severity of the outbreak, the responses of governments and private sector
businesses, the impact on economic activity and the impact on our customers,
employees and suppliers. For more information on the risks associated with the
COVID-19 pandemic, see "Item 1A-Risk Factors" included elsewhere in this
Quarterly Report.



The ultimate impact of the COVID-19 pandemic, including the extent of any
adverse impact on our business, results of operations and financial condition,
will depend on, among other things, the duration and spread of the pandemic, the
impact of governmental regulations that have been, and may continue to be,
imposed in response to the pandemic, the effectiveness of actions taken to
contain or mitigate the outbreak, and global economic conditions. The negative
effect of the pandemic on the Company's business in the current period was
significant and the adverse impact of COVID-19 could be material to the
Company's future operating results. The Company believes it has substantial
liquidity to satisfy its financial commitments, including its long-term debt.



Given the global nature of the COVID-19 pandemic, our investment in Canal 1,
which operates in Colombia, is also negatively impacted. On March 17, 2020,
Colombia's President Ivan Duque declared a state of emergency and on March 20,
2020 announced a nationwide lockdown, which has been extended and is currently
in effect through August 31, 2020. Commercial activities in Colombia have been
severely curtailed since mid-March, which has had a material adverse impact on
advertising, and, accordingly, has had a material adverse impact on Canal 1's
advertising revenue. It is unclear when the lockdown will be lifted or when
advertising will return to pre-COVID-19 levels.

Comparison of Consolidated Operating Results for the Three and Six Months Ended
June 30, 2020 and 2019

(Unaudited)

(amounts in thousands)




                                      Three Months Ended          $ Change           % Change            Six Months Ended           $ Change           % Change
                                           June 30,              Favorable/        Favorable/                June 30,              Favorable/        Favorable/
                                      2020          2019        (Unfavorable)     (Unfavorable)         2020          2019        (Unfavorable)     (Unfavorable)
Net revenues                       $   34,735    $   39,147    $       (4,412)           (11.3) %    $   67,144    $   74,257    $       (7,113)            (9.6) %
Operating expenses:
Cost of revenues                       12,560        11,317            (1,243)           (11.0) %        23,527        21,531            (1,996)            (9.3) %
Selling, general and
administrative                         10,208        10,813                605              5.6 %        21,441        21,714                273              1.3 %
Depreciation and amortization           2,794         2,556              (238)            (9.3) %         5,925         6,623                698             10.5 %
Other expenses                             27           422                395             93.6 %         3,048           653            (2,395)               NM
Loss (gain) from FCC spectrum
repack and other                          182          (45)              (227)               NM             173       (1,507)            (1,680)    

NM


Total operating expenses               25,771        25,063              (708)            (2.8) %        54,114        49,014            (5,100)    

(10.4) %



Operating income                        8,964        14,084            (5,120)           (36.4) %        13,030        25,243           (12,213)  

(48.4) %



Other expenses, net:
Interest expense, net                 (2,496)       (3,005)                509             16.9 %       (5,282)       (5,965)                683             11.5 %
Loss on equity method
investments                          (10,189)       (9,784)              (405)            (4.1) %      (17,208)      (17,160)               (48)            (0.3) %
Impairment of equity method
investment                                  -             -                  -                -         (5,479)             -            (5,479)               NM
Total other expenses, net            (12,685)      (12,789)                104              0.8 %      (27,969)      (23,125)            (4,844)           (20.9) %

(Loss) income before income
taxes                                 (3,721)         1,295            (5,016)               NM        (14,939)         2,118           (17,057)               NM

Income tax expense                    (2,884)       (3,643)                759             20.8 %       (1,209)       (6,199)              4,990             80.5 %
Net loss                              (6,605)       (2,348)            (4,257)               NM        (16,148)       (4,081)           (12,067)               NM
Net (income) loss attributable
to non-controlling interest              (77)          (10)               (67)               NM              38            37                  1            (2.7) %
Net loss attributable to
Hemisphere Media Group, Inc.       $  (6,682)    $  (2,358)    $       (4,324)               NM      $ (16,110)    $  (4,044)    $      (12,066)               NM




NM = Not meaningful



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Net Revenues



Net revenues were $34.7 million for the three months ended June 30, 2020, a
decrease of $4.4 million, or 11%, as compared to $39.1 million for the
comparable period in 2019. The decline was due to decreases in advertising
revenue and affiliate revenue, which were offset in part by increases in other
revenue. Advertising revenue decreased $3.3 million, or 21%, primarily due to
the negative impact of the COVID-19 pandemic on television advertising and to
the postponement or cancellation of Miss Universe Puerto Rico and certain
sporting events, which were produced and televised in the second quarter of
2019. Affiliate revenue decreased $2.3 million, or 11%, due to a decline in
subscribers across our U.S. cable networks and a decline in non-U.S. affiliate
revenue as a result of subscriber and fee declines, due in part to unfavorable
foreign currency movements. Other revenue increased $1.2 million, or 61%, due
primarily to the licensing of content to third parties, which is driven by the
timing and availability of the titles.



Net revenues were $67.1 million for the six months ended June 30, 2020, a
decrease of $7.1 million, or 10%, as compared to $74.3 million for the
comparable period in 2019. The decline was due to decreases in advertising
revenue and affiliate revenue, which were offset in part by increases in other
revenue. Advertising revenue decreased $4.7 million, or 16%, due to the negative
impacts on the Puerto Rico television advertising market as a result of the
earthquakes in January and then the COVID-19 pandemic beginning in March, and to
the postponement or cancellation of Miss Universe Puerto Rico and certain
sporting events, which were produced and televised in the second quarter of
2019. Affiliate revenue decreased $3.8 million, or 9%, due to a decline in
subscribers across our U.S. cable networks, and a decline in non-U.S. affiliate
revenue as a result of subscriber and fee declines, due in part to unfavorable
foreign currency movements. Other revenue increased $1.3 million, or 52%, due
primarily to the licensing of content to third parties, which is driven by the
timing and availability of the titles.



The following table presents estimated subscriber information:






                                                   Subscribers (a)
                                               (amounts in thousands)
                                 June 30, 2020    December 31, 2019    June 30, 2019
U.S. Cable Networks:
WAPA America (b)                         3,847                4,140            4,334
Cinelatino                               3,958                4,364            4,611
Pasiones                                 4,278                4,626            4,842
Centroamerica TV                         3,598                3,976            4,210
Television Dominicana                    2,213                2,345            2,421
Total                                   17,894               19,451           20,418

Latin America Cable Networks:
Cinelatino                              14,081               16,132           16,872
Pasiones                                13,935               16,763           16,194
Total                                   28,016               32,895           33,066


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



(b)  Excludes digital basic subscribers.



Operating Expenses



Cost of Revenues: Cost of revenues consists primarily of programming and
production costs, programming amortization and distribution costs. Cost of
revenues for the three months ended June 30, 2020, were $12.6 million, an
increase of $1.2 million, or 11%, compared to $11.3 million for the comparable
period in 2019. Cost of revenues for the six months ended June 30, 2020, were
$23.5 million, an increase of $2.0 million, or 9%, compared to $21.5 million for
the comparable period in 2019. These increases were due to higher programming
costs as a result of increased content licensing to third parties, and
production costs related to Guerreros, a daily reality show at WAPA, which
commenced production in May 2019. These increases were offset in part by the
timing of Miss Universe Puerto Rico and certain sporting events, which were
produced and televised in the second quarter of 2019, but are presently
postponed or cancelled due to the COVID-19 pandemic.

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Selling, General and Administrative: Selling, general and administrative
expenses consist principally of promotion, marketing and research, stock-based
compensation, employee costs, occupancy costs and other general administrative
costs. Selling, general, and administrative expenses for the three months ended
June 30, 2020, were $10.2 million, a decrease of $0.6 million, or 6%, compared
to $10.8 million for the comparable period in 2019. Selling, general, and
administrative expenses for the six months ended June 30, 2020, were $21.4
million, a decrease of $0.3 million, or 1%, compared to $21.7 million for the
comparable period in 2019. These decreases were due to lower personnel expenses,
lower ad sales commissions, reduced marketing and research, due in part to the
termination of Nielsen ratings services for Cinelatino in the current quarter,
offset in part by higher stock-based compensation and an increase in the bad
debt reserve.



Depreciation and Amortization: Depreciation and amortization expense consists of
depreciation of fixed assets and amortization of intangibles. Depreciation and
amortization for the three months ended June 30, 2020, was $2.8 million, an
increase of $0.2 million, or 9%, compared to $2.6 million for the comparable
period in 2019, due to higher depreciation related to new assets placed into
service for the replacement of equipment damaged by Hurricane Maria and
equipment required as a result of the FCC spectrum repack and the amortization
of intangibles recognized from the Snap Media acquisition. Depreciation and
amortization for the six months ended June 30, 2020, was $5.9 million, a
decrease of $0.7 million, or 11%, compared to $6.6 million for the comparable
period in 2019, due to certain intangible assets that were fully amortized

as of
the first quarter of 2019.



Other Expenses: Other expenses include legal, financial advisory and other fees
incurred in connection with acquisitions and corporate finance activities,
including debt and equity financings. Other expenses for the three months ended
June 30, 2020, were $0.0 million, a decrease of $0.4 million, compared to $0.4
million in the comparable period in 2019. Other expenses for the six months
ended June 30, 2020, were $3.0 million, an increase of $2.4 million, compared to
$0.7 million in the comparable period in 2019, due to the pursuit of strategic
transactions.



Loss (Gain) from FCC repack and other: Loss (gain) from FCC spectrum repack and
other primarily reflects reimbursements we have received from the FCC for
equipment we have purchased as a result of the FCC mandated spectrum repack, and
gain or loss from the sale of assets no longer utilized in the operations of the
business. Loss from FCC spectrum repack and other for the three months ended
June 30, 2020, was $0.2 million, an increased loss of $0.2 million as compared
to the comparable period in 2019, due to the disposal of assets no longer
utilized in the operations of the business during the current period. Loss from
FCC spectrum repack and other for the six months ended June 30, 2020, was $0.2
million as compared to a gain of $1.5 million in the comparable period of 2019,
due to reimbursements received in the prior year period from the FCC for
equipment purchases required as a result of the FCC mandated spectrum repack.



Other Expenses


Interest Expense, net: Interest expense for the three and six months ended June 30, 2020, decreased $0.5 million, or 17% and $0.7 million, or 12%, respectively. These decreases were due to lower average interest rates due to the decline in LIBOR.





Loss on Equity Method Investments: Loss on equity method investments for the
three months ended June 30, 2020, was $10.2 million, an increase of $0.4
million, compared to $9.8 million for the comparable period in 2019, due to
higher losses at Canal 1. Loss on equity method investments for the six months
ended June 30, 2020, was $17.2 million, which was flat with the comparable
period in 2019 as the higher Canal 1 losses were offset by lower losses at
Pantaya. Our pick up of losses at Pantaya declined due to the inception to date
losses exceeding our funding commitment, and as a result, we have not recognized
our share of the losses following the three month period ended March 31, 2019.
For more information, see Note 5, "Equity Method Investments" of Notes to
Condensed Consolidated Financial Statements, included elsewhere in this
Quarterly Report.



Impairment of Equity Method Investment: At March 31, 2020, we deemed our
investment in REMEZCLA to be impaired given the uncertainty caused by the
COVID-19 pandemic and the associated going-concern risks. As a result, we
recorded a non-cash impairment charge of $5.5 million reflecting the write-off
of the full valuation of our investment in REMEZCLA. There were no additional
equity method impairments recorded during the three months ended June 30, 2020.
For more information, see Note 5, "Equity Method Investments" of Notes to
Condensed Consolidated Financial Statements, included elsewhere in this
Quarterly Report.



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Income Tax Expense



Income tax expense for the three months ended June 30, 2020, was $2.9 million as
compared to $3.6 million for the comparable period in 2019. Income tax expense
for the six months ended June 30, 2020, was $1.2 million as compared to income
tax expense of $6.2 million for the comparable period in 2019. The income tax
expense decreased due to lower operating income. For more information, see Note
6, "Income Taxes" of Notes to Condensed Consolidated Financial Statements,
included elsewhere in this Quarterly Report.



Net Loss



Net loss for the three months ended June 30, 2020, was $6.6 million as compared
to net loss of $2.3 million for the comparable period in 2019. Net loss for the
six months ended June 30, 2020, was $16.1 million as compared to net loss of
$4.1 million for the comparable period in 2019.



Net (Income) Loss Attributable to Non-controlling Interest





Net income attributable to non-controlling interest, related to the 25% interest
in Snap Media held by minority shareholders, was $0.1 million for the three
months ended June 30, 2020, as compared to $0.0 million for the comparable
period in 2019. Net loss attributable to non-controlling interest, related to
the 25% interest in Snap Media held by minority shareholders, was $0.0 million
for each of the six months ended June 30, 2020 and 2019.



Net Loss Available to Hemisphere Media Group, Inc.





Net loss available to Hemisphere Media Group, Inc. for the three months ended
June 30, 2020, was $6.7 million as compared to $2.4 million for the comparable
period in 2019. Net loss available to Hemisphere Media Group, Inc. for the six
months ended June 30, 2020, was $16.1 million as compared to $4.0 million for
the comparable period in 2019.



OFF-BALANCE SHEET ARRANGEMENTS

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

LIQUIDITY AND CAPITAL RESOURCES





Sources and Uses of Cash



Our principal sources of cash are cash on hand and cash flows from operating
activities. At June 30, 2020, we had $105.0 million of cash on hand.  Our
primary uses of cash include the production and acquisition of programming,
operational costs, personnel costs, equipment purchases, principal and interest
payments on our outstanding debt and income tax payments, and cash may be used
to fund investments, acquisitions and repurchases of common stock.



The Company has utilized certain benefits provided under the CARES Act including the deferral of payroll tax payments and the employee retention credits.





Management believes cash on hand and cash flow from operations will be
sufficient to meet our current contractual financial obligations and to fund
anticipated working capital and capital expenditure requirements for existing
operations. Our current financial obligations include maturities of debt,
operating lease obligations and other commitments from the ordinary course of
business that require cash payments to vendors and suppliers.



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Cash Flows




                                     Six Months Ended June 30,
Amounts in thousands:                  2020             2019
Cash provided by (used in):
Operating activities               $      21,434     $    11,831
Investing activities                     (7,024)        (24,688)
Financing activities                     (1,578)         (2,140)

Net increase (decrease) in cash $ 12,832 $ (14,997)

Comparison for the Six Months Ended June 30, 2020 and June 30, 2019





Operating Activities



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



Net cash provided by operating activities for the six months ended June 30, 2020
was $21.4 million, an increase of $9.6 million, as compared to $11.8 million in
the prior year period, due to increases in non-cash items of $10.4 million and
net working capital of $11.3 million, offset in part by an increase in net loss
of $12.1 million. The increase in non-cash items is due to a $5.5 million
impairment of equity method investment, a decrease in the gain from the FCC
spectrum repack of $1.5 million, and increases in programming amortization of
$1.8 million, stock-based compensation of $1.3 million, bad debt provision of
$0.7 million and loss from disposal of assets of $0.2 million, offset in part by
a decrease in depreciation and amortization of $0.7 million. The increase in net
working capital is due to decreases in prepaid and other assets of $4.4 million
and net due to/from related parties of $1.2 million, and increases in other
accrued expenses of $3.7 million, accounts payable of $3.3 million, income taxes
payable of $2.3 million and programming rights payable of $1.2 million, offset
in part by an increase in accounts receivable of $3.0 million, and a decrease in
other liabilities of $1.9 million.



For more information, see Note 5, "Equity Method Investments" of Notes to Condensed Consolidated Financial Statements, included elsewhere in this Quarterly Report.





Investing Activities



Net cash used in investing activities for the six months ended June 30, 2020,
was $7.0 million, an improvement of $17.7 million, as compared to $24.7 million
in the prior year period. The improvement is due to a decline in funding of
equity investments of $15.5 million and a decrease in capital expenditures of
$3.7 million, offset in part by a decline in proceeds received from the FCC
related to the spectrum repack of $1.5 million.



Financing Activities



Net cash used in financing activities for the six months ended June 30, 2020,
was $1.6 million, an improvement of $0.6 million as compared to $2.1 million in
the prior year period. The improvement is primarily due to a decline in the
repurchases of our Class A common stock of $0.7 million.

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