OVERVIEW



Our Company



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

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

Cinelatino: the leading Spanish-language cable movie network with approximately

3.6 million(1) subscribers in the U.S. and 14.0 million(1) subscribers across

Latin America and Canada. Cinelatino is programmed with a lineup featuring the

? best contemporary films and original television series from Mexico, Latin

America, and the United States. Driven by the strength of its programming and

distribution, Cinelatino is the highest rated Spanish-language original movie

network in the U.S.

WAPA: the leading broadcast television network and television content producer

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

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

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

entertainment programming, producing over 67 hours in the aggregate each week.

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

Puerto Rico, as well as mobile apps, featuring content produced by WAPA.

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

? leading sports television network in Puerto Rico, featuring MLB, NBA and

professional sporting events from Puerto Rico.

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

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

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

distributed in the U.S. to over 3.4 million(1) subscribers, excluding digital

basic subscribers.

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

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

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

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

telenovela cable television network in primetime. Pasiones has approximately

3.9 million(1) subscribers in the U.S. and 15.5 million(1) subscribers in Latin

America.

Centroamerica TV: a cable television network targeting Central Americans living

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

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

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

programming from the top professional soccer leagues in the region.

Centroamerica TV is distributed in the U.S. to over 3.3 million(1) subscribers.

Television Dominicana: a cable television network targeting Dominicans living

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

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

as well as the Dominican Republic professional baseball league, featuring

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


   the U.S. to over 2.2 million(1) subscribers.


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   Pantaya: the first ever premium subscription streaming service of
   Spanish-language offering the largest selection of current and classic,

commercial free blockbusters and critically acclaimed movies and series from

Latin America and the U.S. including original productions from Pantaya's

production arm, Pantelion, and titles from our library, as well as titles from

? third party providers such as Lionsgate and Grupo Televisa. The Company formed

Pantaya in partnership with Lionsgate and launched the service in August 2017.

On March 31, 2021, the Company acquired the remaining 75% equity interest from

Lionsgate, and is now a consolidated subsidiary of the Company effective as of

the Acquisition Date. As of June 30, 2021, Pantaya had nearly 1.0 million

subscribers.

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

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

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

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

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

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

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

the production joint venture between Snap Media and MarVista.

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

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

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

renewable broadcast television concession in 2016. The partnership began

? operating Canal 1 on May 1, 2017 and launched a new programming lineup on

August 14, 2017. In July 2019, the Colombian government enacted legislation

resulting in the extension of the concession license for an additional ten

years for no additional consideration. The concession is now due to expire on

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

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

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

a 25.5% interest in REMEZCLA.

Subscriber amounts are based on most recent remittances received from our

(1) Distributors as of the period end date, which are typically two months prior

to the period end date.


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



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



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



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 audience, and growth in the U.S. Hispanic
population, which is expected to continue its long-term upward trajectory.



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



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



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



Colombia, where we own 40% of Canal 1, the #3-rated broadcast television
network, is a large and attractive market for broadcast television. Colombia had
a population of 51 million as of December 31, 2020, the second largest in Latin
America (excluding Brazil). According to IBOPE, the three major broadcast
networks in Colombia receive a 59% share of overall television

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viewing. These factors resulted in an annual market for free-to-air television
advertising of approximately $207 million for 2020 (as converted utilizing the
average foreign exchange rate during the period).



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



COVID-19 Pandemic



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



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
experienced adverse advertising revenue impacts. Operationally, most
non-production and programming personnel are working remotely, and the Company
has restricted business travel. The Company has managed the remote workforce
transition effectively and there have been no material adverse impacts on
operations through June 30, 2021. While the Company's advertising revenue
improved in second half of 2020 and continued into the first half of 2021, the
Company is unable to reasonably predict the impact that a significant change in
circumstances, including the ability of our workforce and/or key personnel to
work effectively because of illness, government actions or other restrictions in
connection with the COVID-19 pandemic, may have on our businesses in the future.
The nature and full 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 reasonably predicted. These factors include the length and
severity of the outbreak, including the extent of surges in positive cases
related to variants of COVID-19 , such as the Delta variant, as well as the
availability and efficacy of vaccines and treatments for the disease and whether
individuals choose to vaccinate themselves, the responses of private sector
businesses and governments, including the timing and amount of government
stimulus, the impact on economic activity and the impact on our customers,
employees and suppliers.



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



Given the global nature of the COVID-19 pandemic, our investment in Canal 1,
which operates in Colombia, is also negatively impacted. Colombia's President
Ivan Duque declared a state of emergency, locking down the country on March 20,
2020. Since then, the restrictions on business and other activities have been
lifted gradually but have never been totally eliminated, and the state of
emergency declaration has been extended to November 25, 2021. Currently,
restrictions remain, including limiting operating capacity of the airline
industry, restaurants, and hotels to a maximum of 30%, while movie theaters are
partially open, other entertainment venues remain closed, and most government
discretionary spending continues to be frozen. All of these circumstances have
had a material adverse impact on advertising spending, and accordingly, have had
a material adverse impact on Canal 1's advertising revenue. It remains unclear
when advertising will return to pre-COVID-19 levels. In May 2021, the third wave
of the pandemic hit the country severely. As of July 20, 2021, 31 million
vaccine dozes have arrived, and only 31% of the population target have received
the full vaccination cycle.



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Comparison of Consolidated Operating Results for the Three and Six Months Ended
June 30, 2021 and 2020

(Unaudited)

(amounts in thousands)




                                       Three Months Ended          $ Change          % Change          Six Months Ended           $ Change          % Change
                                           June 30,               Favorable/        Favorable/             June 30,              Favorable/        Favorable/
                                       2021          2020        (Unfavorable)     (Unfavorable)      2021          2020        (Unfavorable)     (Unfavorable)
Net revenues                        $   50,460    $   34,735    $        15,725             45.3 %  $  88,037    $   67,144    $        20,893             31.1 %
Operating expenses:
Cost of revenues                        14,798        12,560            (2,238)           (17.8) %     26,577        23,527            (3,050)     

     (13.0) %
Selling, general and
administrative                          24,908        10,208           (14,700)               NM       36,299        21,441           (14,858)           (69.3) %
Depreciation and amortization            4,337         2,794            (1,543)           (55.2) %      7,002         5,925            (1,077)           (18.2) %
Other expenses                           1,363            27            (1,336)               NM        8,091         3,048            (5,043)               NM
(Gain) loss from FCC spectrum
repack and other                       (2,124)           182              2,306               NM      (2,176)           173              2,349       

       NM
Total operating expenses                43,282        25,771           (17,511)           (67.9) %     75,793        54,114           (21,679)           (40.1) %
Operating income                         7,178         8,964            (1,786)           (19.9) %     12,244        13,030              (786)            (6.0) %
Other (expense) income:
Interest expense and other, net        (3,165)       (2,496)              (669)           (26.8) %    (5,523)       (5,282)              (241)            (4.6) %
(Loss) gain on equity method
investment activity                    (8,569)      (10,189)              1,620             15.9 %     24,040      (17,208)             41,248               NM
Impairment of equity method
investment                                   -             -                  -                -            -       (5,479)              5,479            100.0 %
Other expense, net                           -             -                  -                -        (668)             -              (668)               NM

Total other (expense) income          (11,734)      (12,685)                951              7.5 %     17,849      (27,969)             45,818         

NM


(Loss) income before income
taxes                                  (4,556)       (3,721)              (835)           (22.4) %     30,093      (14,939)             45,032               NM
Income tax expense                     (1,785)       (2,884)              1,099             38.1 %    (3,053)       (1,209)            (1,844)               NM
Net (loss) income                      (6,341)       (6,605)                264              4.0 %     27,040      (16,148)             43,188               NM
Net loss (income) attributable
to non-controlling interest                 55          (77)                132               NM           32            38                (6)           (15.8) %
Net (loss) income attributable
to Hemisphere Media Group, Inc.     $  (6,286)    $  (6,682)    $           396              5.9 %  $  27,072    $ (16,110)    $        43,182
     NM


NM = Not meaningful



Net Revenues



Net revenues were $50.5 million for the three months ended June 30, 2021, an
increase of $15.7 million, or 45%, as compared to $34.7 million for the
comparable period in 2020, due to increases in both subscriber revenue and
advertising revenue. Subscriber revenue increased $12.9 million, or 67%,
primarily due to the inclusion of Pantaya, which the Company acquired on March
31, 2021, as well as, contractual rate increases and new launches of our
television Networks, offset in part by a decline in U.S. cable subscribers.
Advertising revenue increased $4.9 million, or 40%, primarily due to growth in
the Puerto Rico television advertising market, coupled with an increase in
WAPA's share of the market, as well as an increase in advertising revenue at our
Cable Networks. Other revenue decreased $2.1 million, or 69%, driven primarily
by the timing of the licensing of content.



Net revenues were $88.0 million for the six months ended June 30, 2021, an
increase of $20.9 million, or 31%, as compared to $67.1 million for the
comparable period in 2020, due to increases in both subscriber revenue and
advertising revenue. Subscriber revenue increased $13.1 million, or 33%,
primarily due to the inclusion of Pantaya, which the Company acquired on March
31, 2021, as well as, contractual rate increases and new launches of our
television Networks, offset in part by a decline in U.S. cable subscribers.
Advertising revenue increased $9.0 million, or 37%, primarily due to growth in
the Puerto Rico television advertising market, coupled with an increase in
WAPA's share of the market, as well as an increase in advertising revenue at our
Cable Networks. Other revenue decreased $1.1 million, or 30%, driven primarily
by the timing of the licensing of content.



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Operating Expenses

Cost of Revenues: Cost of revenues consists primarily of programming and
production costs, programming amortization, participation and residual costs,
streaming delivery costs and distribution fees. Cost of revenues for the three
months ended June 30, 2021, were $14.8 million, an increase of $2.2 million, or
18%, compared to $12.6 million for the comparable period in 2020. Cost of
revenues for the six months ended June 30, 2021, were $26.6 million, an increase
of $3.1 million, or 13%, compared to $23.5 million for the comparable period in
2020. These increases were due to the inclusion of Pantaya, primarily content
and streaming delivery costs and distribution expenses. Additionally,
programming and production costs increased due to the postponement or
cancelation of certain programming and sporting events in the prior year periods
due to the pandemic.



Selling, General and Administrative: Selling, general and administrative
expenses consist principally of marketing and research, stock-based
compensation, employee costs, occupancy costs and other general administrative
costs. Selling, general, and administrative expenses for the three months ended
June 30, 2021, were $24.9 million, an increase of $14.7 million compared to
$10.2 million for the comparable period in 2020. Selling, general, and
administrative expenses for the six months ended June 30, 2021, were $36.3
million, an increase of $14.9 million, or 69%, compared to $21.4 million for the
comparable period in 2020. These increases were due to the inclusion of Pantaya,
primarily marketing and personnel expenses, as well as higher advertising sales
commissions due to higher advertising revenue, and higher stock-based
compensation. The increases were also due to cost reductions implemented in the
prior year periods in response to the pandemic that we did not have in the
current year periods including voluntary salary reductions and employee
retention credits.



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, 2021, was $4.3 million, an
increase of $1.5 million, or 55%, compared to $2.8 million for the comparable
period in 2020. Depreciation and amortization for the six months ended June 30,
2021, was $7.0 million, an increase of $1.1 million, or 18%, compared to $5.9
million for the comparable period in 2020. These increases were due to the
amortization of intangible assets recognized as part of the Pantaya Acquisition,
offset in part by the amortization of certain intangible assets that were fully
amortized in during the prior year.



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, 2021, were $1.4 million, an increase of $1.4 million, compared to $0.0
million in the comparable period in 2020, due to expenses incurred in connection
with the Pantaya Acquisition. Other expenses for the six months ended June 30,
2021, were $8.1 million, an increase of $5.1 million, compared to $3.0 million
in the comparable period in 2020, due to expenses incurred in connection with
the Pantaya Acquisition and the incremental borrowing on our Third Amended

Term
Loan Facility.



(Gain) Loss from FCC repack and other: (Gain) loss 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. Gain from FCC spectrum repack and other for the three months ended
June 30, 2021, was $2.1 million as compared to a loss of $0.2 million in the
comparable period of 2020. Gain from FCC spectrum repack and other for the six
months ended June 30, 2021, was $2.2 million as compared to a loss of $0.2
million in the comparable period of 2020. These increases were due to
reimbursements received from the FCC for equipment purchases required as a
result of the FCC mandated spectrum repack and the disposal of assets no longer
utilized in the operations of the business during the prior year period.



Other Expenses



Interest Expense and other, net: Interest expense for the three and six months
ended June 30, 2021, increased $0.7 million, or 27% and $0.2 million, or 5%,
respectively. These increases were due to incremental borrowing on our Third
Amended Term Loan Facility and the unfavorable impact from our swaps, offset in
part by lower average interest rates due to the decline in LIBOR.



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(Loss) Gain on Equity Method Investment Activity: Loss on equity method
investment activity for the three months ended June 30, 2021, was $8.6 million,
a decrease of $1.6 million compared to $10.2 million for the comparable period
in 2020, due to lower losses at Canal 1 as a result of the favorable impact of
unrealized foreign currency gains on U.S. dollar denominated obligations and
improved operating results. Gain on equity method investment activity for the
six months ended June 30, 2021, was $24.0 million, as compared to a loss of
$17.2 million for the comparable period in 2020, primarily due to a $30.1
million one-time non-cash gain recognized on the existing 25% equity interest in
Pantaya upon the step acquisition of the remaining 75% equity interest on March
31, 2021. The improvement was also due to lower losses at Canal 1 due to a
non-recurring non-cash charge in the prior year period, the favorable impact of
unrealized foreign currency gains on U.S. dollar denominated obligations and
improved operating results. For more information, see Note 3, "Business
Combination" of Notes to Condensed Consolidated Financial Statements, included
elsewhere in this Quarterly Report.



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



Other expense, net: Other expense, net for the six months ended June 30, 2021,
was $0.7 million due to the write-off of the net book value of programming
rights at the Company for content licensed from Pantaya prior to the Acquisition
Date.



Income Tax Expense



Income tax expense for the three months ended June 30, 2021, was $1.8 million as
compared to $2.9 million for the comparable period in 2020, due to lower taxable
income in the current year period. Income tax expense for the six months ended
June 30, 2021, was $3.1 million as compared to income tax expense of $1.2
million for the comparable period in 2020, due to higher taxable income in the
current year period. For more information, see Note 7, "Income Taxes" of Notes
to Condensed Consolidated Financial Statements, included elsewhere in this

Quarterly Report.



Net (Loss) Income



Net loss for the three months ended June 30, 2021, was $6.3 million as compared
to $6.6 million for the comparable period in 2020. Net income for the six months
ended June 30, 2021, was $27.0 million as compared to net loss of $16.1 million
for the comparable period in 2020, as the current year period benefitted from a
one-time non-cash gain of $30.1 million recognized on the existing 25% equity
interest in Pantaya upon the step acquisition of the remaining 75% equity
interest.



Net Loss (Income) Attributable to Non-controlling Interest





Net loss attributable to non-controlling interest, related to the 25% interest
in Snap Media held by minority shareholders, for the three months ended June 30,
2021, was $0.1 million as compared to net income attributable to non-controlling
interest of $0.1 million for the comparable period in 2020. Net loss
attributable to non-controlling interest, related to the 25% interest in Snap
Media held by minority shareholders, for each of the six months ended June 30,
2021 and 2020 was $0.0 million.



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





Net loss available to Hemisphere Media Group, Inc. for the three months ended
June 30, 2021, was $6.3 million as compared to $6.7 million for the comparable
period in 2020. Net income available to Hemisphere Media Group, Inc. for the six
months ended June 30, 2021, was $27.1 million as compared to net loss of $16.1
million for the comparable period in 2020.



OFF-BALANCE SHEET ARRANGEMENTS

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





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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, 2021, we had $72.4 million of cash on hand and $30.0
million undrawn and available under our Revolving Facility. Our primary uses of
cash include the production and acquisition of programming, operational costs,
personnel costs, equipment purchases, principal and interest payments on our
outstanding debt and income tax payments, and cash may be used to fund
investments, acquisitions and repurchases of common stock.



Cash Flows




                                     Six Months Ended June 30,
Amounts in thousands:                   2021              2020
Cash provided by (used in):
Operating activities               $        19,899     $   21,434
Investing activities                     (124,859)        (7,024)
Financing activities                        42,928        (1,578)

Net (decrease) increase in cash $ (62,032) $ 12,832

Comparison for the Six Months Ended June 30, 2021 and June 30, 2020





Operating Activities



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



Net cash provided by operating activities for the six months ended June 30, 2021
was $19.9 million, a decrease of $1.5 million, as compared to $21.4 million in
the prior year period, due to a decrease in non-cash items of $48.6 million,
offset in part by an improvement in net income of $43.2 million and an increase
in net working capital of $3.9 million. The decrease in non-cash items is due to
a $41.2 million improvement in gain on equity method investment activity
primarily due to a $30.1 million one-time gain recognized on the existing 25%
equity interest in Pantaya upon the step acquisition of the remaining 75% equity
interest, a $5.5 million impairment of equity method investment related to
REMEZCLA in the prior year period, an increase in gain from FCC spectrum repack
and other of $2.3 million, and decreases in programming amortization of $1.4
million and provision for bad debt of $0.9 million, offset in part by an
increase in depreciation and amortization of $1.1 million, and other non-cash
acquisition related charges of $1.3 million. The increase in net working capital
is due to a decrease in accounts receivable of $4.2 million and increases in
other accrued expenses of $7.2 million, accounts payable of $6.0 million, income
taxes payable of $2.6 million and other liabilities of $0.5 million, offset in
part by a decrease in programming rights payable of $6.4 million and increases
in programming rights of $6.2 million, prepaids and other assets of $3.5
million, and due to/from related parties of $0.4 million.



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

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





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Investing Activities



Net cash used in investing activities for the six months ended June 30, 2021,
was $124.9 million, an increase of $117.8 million as compared to $7.0 million in
the prior year period. The increase was primarily due to the net cash paid for
the Pantaya Acquisition of $122.6 million and an increase in capital
expenditures of $2.2 million, offset in part by a decline in funding of equity
investments of $4.9 million and increased proceeds received from the FCC related
to the spectrum repack of $2.1 million.



Financing Activities



Net cash provided by financing activities for the six months ended June 30,
2021, was $42.9 million, an increase of $44.5 million as compared to net cash
used of $1.6 million in the prior year period. The increase is due to net
proceeds of $47.4 million received from incremental borrowing under our Third
Amended Term Loan Facility in connection with the Pantaya Acquisition, offset in
part by an increase in repurchases of our Class A common stock of $2.8 million.



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

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