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BERMUDA
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98-0438382
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(State or other jurisdiction of incorporation and organization)
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(IRS Employer Identification No.)
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O'Hara House, 3 Bermudiana Road, Hamilton, Bermuda
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HM 08
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
£
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Accelerated filer
T
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Non-accelerated filer
£
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Smaller reporting company
£
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Document
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Location in 10-K in Which Document is Incorporated
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Registrant's Proxy Statement for the 2013 Annual General Meeting of Shareholders
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Part III
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TABLE OF CONTENTS
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Page
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||
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PART I
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||
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Item 1
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||
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Item 1A
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||
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Item 1B
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||
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Item 2
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||
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Item 3
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||
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Item 4
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||
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PART II
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||
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Item 5
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||
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Item 6
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||
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Item 7
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||
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Item 7A
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||
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Item 8
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||
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Item 9
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Item 9A
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Item 9B
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PART III
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||
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Item 10
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Item 11
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Item 12
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||
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Item 13
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Item 14
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PART IV
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Item 15
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Nominal GDP per capita US$
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
|
2007
|
|
2006
|
|
2005
|
||||||||||||||||
CME markets
|
$
|
12,543
|
|
|
$
|
12,204
|
|
|
$
|
11,610
|
|
|
$
|
11,277
|
|
|
$
|
11,685
|
|
|
$
|
10,518
|
|
|
$
|
9,271
|
|
|
$
|
8,305
|
|
Growth rate
|
3
|
%
|
|
5
|
%
|
|
3
|
%
|
|
(3
|
)%
|
|
11
|
%
|
|
13
|
%
|
|
12
|
%
|
|
10
|
%
|
||||||||
Developed markets
|
$
|
45,016
|
|
|
$
|
43,925
|
|
|
$
|
42,594
|
|
|
$
|
41,303
|
|
|
$
|
42,679
|
|
|
$
|
42,132
|
|
|
$
|
40,406
|
|
|
$
|
38,533
|
|
Growth rate
|
2
|
%
|
|
3
|
%
|
|
3
|
%
|
|
(3
|
)%
|
|
1
|
%
|
|
4
|
%
|
|
5
|
%
|
|
5
|
%
|
Ratio of nominal GDP at PPP per capita
|
2012
|
|
|
2011
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
CME markets as a % of developed markets
|
43
|
%
|
|
43
|
%
|
|
43
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%
|
|
43
|
%
|
|
44
|
%
|
|
41
|
%
|
|
39
|
%
|
|
37
|
%
|
TV advertising spend as a % of total advertising spend
|
2012
|
|
|
2011
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
CME markets
|
53
|
%
|
|
52
|
%
|
|
50
|
%
|
|
49
|
%
|
|
50
|
%
|
|
49
|
%
|
|
47
|
%
|
|
48
|
%
|
Developed markets
|
38
|
%
|
|
38
|
%
|
|
38
|
%
|
|
37
|
%
|
|
37
|
%
|
|
36
|
%
|
|
37
|
%
|
|
37
|
%
|
Internet advertising spend as a % of total advertising spend
|
2012
|
|
|
2011
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
CME markets
|
13
|
%
|
|
11
|
%
|
|
10
|
%
|
|
9
|
%
|
|
7
|
%
|
|
6
|
%
|
|
5
|
%
|
|
4
|
%
|
Developed markets
|
24
|
%
|
|
22
|
%
|
|
20
|
%
|
|
19
|
%
|
|
15
|
%
|
|
13
|
%
|
|
10
|
%
|
|
8
|
%
|
Target Demographic
|
|
Main Television Channels
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|
Ownership
|
|
All day audience share (2012)
|
|
Prime time audience share (2012)
|
|
|
|
|
|
|
|
|
|
(18-49)
|
|
BTV
|
|
CME
|
|
32.6%
|
|
39.3%
|
|
|
NOVA TV
|
|
MTG
|
|
15.3%
|
|
16.4%
|
|
|
BNT 1
|
|
Public television
|
|
6.2%
|
|
7.6%
|
|
|
|
|
|
|
|
|
|
Target Demographic
|
|
Main Television Channels
|
|
Ownership
|
|
All day audience share (2012)
|
|
Prime time audience share (2012)
|
|
|
|
|
|
|
|
|
|
(18-54)
|
|
Nova TV (Croatia)
|
|
CME
|
|
23.1%
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|
29.4%
|
|
|
RTL
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|
RTL
|
|
19.2%
|
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21.8%
|
|
|
HTV 1
|
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Public television
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15.8%
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|
11.9%
|
|
|
|
|
|
|
|
|
|
Target Demographic
|
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Main Television Channels
|
|
Ownership
|
|
All day audience share (2012)
|
|
Prime time audience share (2012)
|
|
|
|
|
|
|
|
|
|
(15-54)
|
|
TV NOVA (Czech Republic)
|
|
CME
|
|
27.3%
|
|
31.9%
|
|
|
Prima Family
|
|
MTG
|
|
15.5%
|
|
16.3%
|
|
|
CT 1
|
|
Public television
|
|
12.9%
|
|
13.8%
|
|
|
|
|
|
|
|
|
|
Target Demographic
|
|
Main Television Channels
|
|
Ownership
|
|
All day audience share (2012)
|
|
Prime time audience share (2012)
|
|
|
|
|
|
|
|
|
|
(18-49 Urban)
|
|
PRO TV
|
|
CME
|
|
16.8%
|
|
20.9%
|
|
|
Antena 1
|
|
Intact group
|
|
12.2%
|
|
12.0%
|
|
|
Prima TV
|
|
ProSiebenSat1 Media Group
|
|
4.1%
|
|
5.6%
|
|
|
TVR 1
|
|
Public television
|
|
2.7%
|
|
3.0%
|
|
|
|
|
|
|
|
|
|
Target Demographic
|
|
Main Television Channels
|
|
Ownership
|
|
All day audience share (2012)
|
|
Prime time audience share (2012)
|
|
|
|
|
|
|
|
|
|
(12-54)
|
|
TV MARKIZA
|
|
CME
|
|
26.2%
|
|
28.1%
|
|
|
TV JOJ
|
|
J&T Media Enterprises
|
|
21.8%
|
|
25.5%
|
|
|
STV 1
|
|
Public Television
|
|
6.5%
|
|
6.6%
|
|
|
|
|
|
|
|
|
|
Target Demographic
|
|
Main Television Channels
|
|
Ownership
|
|
All day audience share (2012)
|
|
Prime time audience share (2012)
|
|
|
|
|
|
|
|
|
|
(18-49)
|
|
POP TV
|
|
CME
|
|
24.7%
|
|
34.0%
|
|
|
SLO 1
|
|
Public Television
|
|
10.8%
|
|
13.0%
|
|
|
|
|
|
|
|
|
|
•
|
additional demands placed on our senior management, who are also responsible for managing our existing operations;
|
•
|
increased overall operating complexity of our businesses, requiring greater personnel and other resources;
|
•
|
difficulties in expanding beyond our core expertise in the event that we acquire ancillary businesses;
|
•
|
significant initial cash expenditures to acquire and integrate new businesses; and
|
•
|
in the event that debt is incurred to finance acquisitions, additional debt service costs related thereto as well as limitations that may arise under the indentures governing the Senior Notes.
|
Location
|
|
Property
|
|
Use
|
|
|
|
|
|
Hamilton, Bermuda
|
|
Leased office
|
|
Registered office, corporate
|
Amsterdam, The Netherlands
|
|
Leased office
|
|
Corporate office, corporate
|
Sofia, Bulgaria
|
|
Leased buildings
|
|
Office and studio space (Broadcast, Media Pro Entertainment and New Media Segments)
|
Zagreb, Croatia
|
|
Owned and leased buildings
|
|
Office and studio space (Broadcast, Media Pro Entertainment and New Media Segments)
|
Prague, Czech Republic
|
|
Owned and leased buildings
|
|
Administrative center, corporate; Office and studio space (Broadcast, Media Pro Entertainment and New Media Segments)
|
Bucharest and other key cities within Romania
|
|
Owned and leased buildings
|
|
Office and studio space (Broadcast, Media Pro Entertainment and New Media Segments)
|
Bratislava, Slovak Republic
|
|
Owned buildings
|
|
Office and studio space (Broadcast, Media Pro Entertainment and New Media Segments)
|
Ljubljana, Slovenia
|
|
Owned and leased buildings
|
|
Office and studio space (Broadcast, Media Pro Entertainment and New Media Segments)
|
Price Period
|
High (US$ / Share)
|
|
Low (US$ / Share)
|
|
||
|
|
|
||||
|
2012
|
|||||
Fourth Quarter
|
$
|
7.02
|
|
$
|
4.56
|
|
Third Quarter
|
7.71
|
4.78
|
||||
Second Quarter
|
8.94
|
4.73
|
||||
First Quarter
|
$
|
9.00
|
|
$
|
5.91
|
|
|
|
|
||||
|
2011
|
|||||
Fourth Quarter
|
$
|
12.14
|
|
$
|
6.25
|
|
Third Quarter
|
19.40
|
7.81
|
||||
Second Quarter
|
23.57
|
19.11
|
||||
First Quarter
|
$
|
21.20
|
|
$
|
17.96
|
|
Central European Media Enterprises Ltd.
|
$
|
5.33
|
|
NASDAQ Composite Index
|
$
|
113.85
|
|
Dow Jones World Broadcasting Index (1)
|
$
|
83.05
|
|
|
For The Years Ending December 31,
|
||||||||||||||||||
|
2012
|
|
|
2011
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|||||
|
(US$ 000's, except per share data)
|
||||||||||||||||||
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME DATA:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net revenues
|
$
|
772,085
|
|
|
$
|
864,782
|
|
|
$
|
737,134
|
|
|
$
|
681,945
|
|
|
$
|
920,476
|
|
Operating (loss) / income
|
(488,193
|
)
|
|
6,792
|
|
|
22,877
|
|
|
(38,971
|
)
|
|
183,466
|
|
|||||
Net (loss) / income from continuing operations
|
(546,393
|
)
|
|
(179,604
|
)
|
|
(116,924
|
)
|
|
(70,983
|
)
|
|
41,942
|
|
|||||
Income / (loss) from discontinued operations
|
—
|
|
|
—
|
|
|
213,697
|
|
|
(36,824
|
)
|
|
(309,421
|
)
|
|||||
Net (loss) / income attributable to CME Ltd
|
$
|
(535,680
|
)
|
|
$
|
(174,611
|
)
|
|
$
|
100,175
|
|
|
$
|
(97,157
|
)
|
|
$
|
(269,546
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
PER SHARE DATA:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net (loss) / income per common share from:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations - basic
|
$
|
(6.96
|
)
|
|
$
|
(2.71
|
)
|
|
$
|
(1.77
|
)
|
|
$
|
(1.11
|
)
|
|
$
|
0.94
|
|
Continuing operations - diluted
|
(6.96
|
)
|
|
(2.71
|
)
|
|
(1.77
|
)
|
|
(1.11
|
)
|
|
0.93
|
||||||
Discontinued operations – basic
|
—
|
|
|
—
|
|
|
3.34
|
|
|
(0.68
|
)
|
|
(7.31
|
)
|
|||||
Discontinued operations - diluted
|
—
|
|
|
—
|
|
|
3.34
|
|
|
(0.68
|
)
|
|
(7.25
|
)
|
|||||
Net (loss) / income attributable to CME Ltd. – basic
|
(6.96
|
)
|
|
(2.71
|
)
|
|
1.57
|
|
|
(1.79
|
)
|
|
(6.37
|
)
|
|||||
Net (loss) / income attributable to CME Ltd. – diluted
|
$
|
(6.96
|
)
|
|
$
|
(2.71
|
)
|
|
$
|
1.57
|
|
|
$
|
(1.79
|
)
|
|
$
|
(6.32
|
)
|
Weighted average common shares used in computing per share amounts (000’s):
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
76,919
|
|
64,385
|
|
64,029
|
|
|
54,344
|
|
|
42,328
|
||||||||
Diluted
|
76,919
|
|
64,385
|
|
64,029
|
|
|
54,344
|
|
|
42,683
|
||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
CONSOLIDATED BALANCE SHEET DATA:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
140,393
|
|
|
186,386
|
|
|
244,050
|
|
|
445,954
|
|
|
94,423
|
|
|||||
Other current assets
|
378,158
|
|
|
351,903
|
|
|
368,035
|
|
|
435,507
|
|
|
485,089
|
|
|||||
Non-current assets
|
1,656,164
|
|
|
2,143,480
|
|
|
2,328,465
|
|
|
1,991,326
|
|
|
1,827,104
|
|
|||||
Total assets
|
2,174,715
|
|
|
2,681,769
|
|
|
2,940,550
|
|
|
2,872,787
|
|
|
2,406,616
|
|
|||||
Current liabilities
|
291,364
|
|
|
255,575
|
|
|
243,076
|
|
|
352,118
|
|
|
248,484
|
|
|||||
Non-current liabilities
|
1,252,084
|
|
|
1,408,252
|
|
|
1,449,722
|
|
|
1,348,829
|
|
|
1,059,687
|
|
|||||
CME Ltd. shareholders' equity
|
626,061
|
|
|
1,001,692
|
|
|
1,226,879
|
|
|
1,177,589
|
|
|
1,095,258
|
|
|||||
Noncontrolling interests
|
5,206
|
|
|
16,250
|
|
|
20,873
|
|
|
(5,749
|
)
|
|
3,187
|
|
|||||
Total liabilities and equity
|
2,174,715
|
|
|
2,681,769
|
|
|
2,940,550
|
|
|
2,872,787
|
|
|
2,406,616
|
|
•
|
developing and producing our own content on a larger scale and distributing this content on multiple distribution platforms and devices in our region and internationally;
|
•
|
maintaining or increasing our audience and market shares in all of our markets;
|
•
|
driving growth in advertising revenues through our pricing strategies;
|
•
|
diversifying our revenues with an increased focus on pay and subscription TV channels and subscription video-on-demand ("VOD");
|
•
|
maintaining our operating leverage, with a strong focus on cost control to protect both profitability and liquidity, while safeguarding our brands and competitive strengths;
|
•
|
generating positive free cash flows; and
|
•
|
optimizing our capital structure.
|
|
For the Years Ending December 31, (US$ 000's)
|
||||||||||||||||||||
|
2012
|
|
|
2011
|
|
|
Movement
|
|
|
2011
|
|
|
2010
|
|
|
Movement
|
|
||||
Net cash (used in) / generated from operating activities
|
$
|
(30,027
|
)
|
|
$
|
29,638
|
|
|
Nm
(2)
|
|
|
$
|
29,638
|
|
|
$
|
(49,614
|
)
|
|
Nm
(2)
|
|
Capital expenditures, net
|
(32,426
|
)
|
|
(33,101
|
)
|
|
(2.0
|
)%
|
|
(33,101
|
)
|
|
(45,872
|
)
|
|
(27.8
|
)%
|
||||
Free cash flow
(1)
|
$
|
(62,453
|
)
|
|
$
|
(3,463
|
)
|
|
Nm
(2)
|
|
|
$
|
(3,463
|
)
|
|
$
|
(95,486
|
)
|
|
96.4
|
%
|
|
As at December 31, 2012
|
|
|
As at December 31, 2011
|
|
|
Movement
|
|
Cash and cash equivalents
|
140,393
|
|
|
186,386
|
|
|
(24.7
|
)%
|
•
|
On April 30, 2012, we entered into a series of agreements with our major shareholders, Time Warner and RSL Capital LLC (“RSL Capital” an affiliate of Ronald Lauder), to enable us to fund tender offers to purchase up to an aggregate of US$ 300 million of our 2013 Convertible Notes, 2014 Floating Rate Notes and 2016 Fixed Rate Notes.
|
•
|
On May 31, 2012, we completed the purchase of US$ 109.0 million in aggregate principal of 2013 Convertible Notes for cash consideration of US$ 109.0 million plus accrued interest.
|
•
|
On June 14, 2012, we completed the purchase of EUR 60.5 million (approximately US$ 75.8 million at the date of repurchase) aggregate principal amount of 2014 Floating Rate Notes for EUR 56.7 million (approximately US$ 71.1 million at the date of repurchase) plus accrued interest.
|
•
|
On June 15, 2012, we issued 2,000,000 shares of Class A common stock to RSL Capital and 9,901,260 shares of Class A common stock to TW Investor, each at a price of US$ 7.51 per share, for aggregate proceeds to the Company of approximately US$ 89.4 million. The proceeds were applied to repay amounts drawn under the TW Loans to repurchase the 2013 Convertible Notes and the 2014 Floating Rate Notes.
|
•
|
On June 15, 2012, Time Warner and Ronald Lauder converted their shares of Class B common stock into an equivalent number of shares of Class A common stock for no additional consideration. Following these conversions, there are no shares of Class B common stock outstanding.
|
•
|
On July 3, 2012, we issued
874,819
shares of our Class A common stock and
one
Preferred Share (collectively, the “Option Shares”), at a price per share of Class A common stock (including those underlying the Preferred Share) of US$
7.51
, to TW Investor for aggregate consideration of approximately US$
90.8 million
, each pursuant to the Equity Commitment Agreement. The consideration was applied to repay in full the TW Loans. Following the issuance, TW Investor owns
42.6%
of the outstanding shares of Class A common stock and has a
49.9%
economic interest in the Company.
|
•
|
On August 16, 2012, CET 21, a wholly-owned subsidiary of CME Ltd., issued and sold EUR
70.0 million
(approximately US$
92.4 million
) of its 2017 Fixed Rate Notes at an issue price of
108.25%
for net proceeds of approximately EUR
73.8 million
(approximately US$
97.4 million
) and approximately EUR
1.8 million
(approximately US$
2.4 million
) of accrued interest from May 1, 2012. CET 21 used the net proceeds from the 2012 offering to fully repay outstanding amounts under and cancel its five-year CZK
1.5 billion
(approximately US$
73.0 million
on the date of repayment) Secured Revolving Credit Facility.
|
•
|
On September 7, 2012, we completed the issuance and sale of EUR
104.0 million
(approximately US$
137.2 million
) of 2016 Fixed Rate Notes at an issue price of
103.00%
for net proceeds of approximately EUR
104.8 million
(approximately US$
138.3 million
) and approximately EUR
5.8 million
(approximately US$
7.6 million
) of accrued interest from March 15, 2012.
|
•
|
Additionally, on September 7, 2012, we made an irrevocable deposit of US$
21.0 million
with the trustee for the 2013 Convertible Notes, which represents the aggregate principal amount plus all interest that will be payable when the 2013 Convertible Notes mature on March 15, 2013.
|
•
|
On October 7, 2012, we redeemed the remaining EUR
87.5 million
(approximately US$
115.4 million
) aggregate principal amount of 2014 Floating Rate Notes outstanding at a price of
100.0%
, plus EUR 0.9 million (approximately US$ 1.2 million) of interest payable at redemption, using a portion of the proceeds from the sale of the 2016 Fixed Rate Notes on September 7, 2012.
|
|
NET REVENUES
|
||||||||||||||||||||||||||
|
For the Years Ending December 31, (US$ 000's)
|
||||||||||||||||||||||||||
|
|
|
|
|
Movement
|
|
|
|
|
|
Movement
|
||||||||||||||||
|
2012
|
|
|
2011
|
|
|
% Act
|
|
|
% Lfl
|
|
|
2011
|
|
|
2010
|
|
|
% Act
|
|
|
% Lfl
|
|
||||
Broadcast
|
$
|
665,355
|
|
|
$
|
774,978
|
|
|
(14.1
|
)%
|
|
(5.5
|
)%
|
|
$
|
774,978
|
|
|
$
|
690,727
|
|
|
12.2
|
%
|
|
5.4
|
%
|
Media Pro Entertainment
|
205,064
|
|
|
187,224
|
|
|
9.5
|
%
|
|
21.5
|
%
|
|
187,224
|
|
|
140,797
|
|
|
33.0
|
%
|
|
26.3
|
%
|
||||
New Media
|
18,690
|
|
|
15,764
|
|
|
18.6
|
%
|
|
30.3
|
%
|
|
15,764
|
|
|
11,193
|
|
|
40.8
|
%
|
|
32.5
|
%
|
||||
Intersegment revenues
|
(117,024
|
)
|
|
(113,184
|
)
|
|
(3.4
|
)%
|
|
(14.2
|
)%
|
|
(113,184
|
)
|
|
(105,583
|
)
|
|
(7.2
|
)%
|
|
(1.7
|
)%
|
||||
Total Net Revenues
|
$
|
772,085
|
|
|
$
|
864,782
|
|
|
(10.7
|
)%
|
|
(1.6
|
)%
|
|
$
|
864,782
|
|
|
$
|
737,134
|
|
|
17.3
|
%
|
|
10.2
|
%
|
|
OIBDA
|
||||||||||||||||||||||||||
|
For the Years Ending December 31, (US$ 000's)
|
||||||||||||||||||||||||||
|
|
|
|
|
Movement
|
|
|
|
|
|
Movement
|
||||||||||||||||
|
2012
|
|
|
2011
|
|
|
% Act
|
|
|
% Lfl
|
|
|
2011
|
|
|
2010
|
|
|
% Act
|
|
|
% Lfl
|
|
||||
Broadcast
|
$
|
147,729
|
|
|
$
|
211,090
|
|
|
(30.0
|
)%
|
|
(22.9
|
)%
|
|
$
|
211,090
|
|
|
$
|
164,415
|
|
|
28.4
|
%
|
|
19.1
|
%
|
Media Pro Entertainment
|
15,912
|
|
|
3,996
|
|
|
298.2
|
%
|
|
328.1
|
%
|
|
3,996
|
|
|
(3,005
|
)
|
|
Nm
(1)
|
|
|
Nm
(1)
|
|
||||
New Media
|
(4,225
|
)
|
|
(2,558
|
)
|
|
(65.2
|
)%
|
|
(82.6
|
)%
|
|
(2,558
|
)
|
|
(6,542
|
)
|
|
60.9
|
%
|
|
62.6
|
%
|
||||
Central
|
(27,531
|
)
|
|
(41,851
|
)
|
|
34.2
|
%
|
|
31.6
|
%
|
|
(41,851
|
)
|
|
(44,062
|
)
|
|
5.0
|
%
|
|
6.3
|
%
|
||||
Intersegment elimination
|
(6,463
|
)
|
|
(3,675
|
)
|
|
(75.9
|
)%
|
|
(100.2
|
)%
|
|
(3,675
|
)
|
|
(3,483
|
)
|
|
(5.5
|
)%
|
|
(8.5
|
)%
|
||||
Consolidated OIBDA
|
$
|
125,422
|
|
|
$
|
167,002
|
|
|
(24.9
|
)%
|
|
(16.2
|
)%
|
|
$
|
167,002
|
|
|
$
|
107,323
|
|
|
55.6
|
%
|
|
40.2
|
%
|
Country
|
2012
|
2011
|
2010
|
||||||
Bulgaria
|
$
|
108
|
|
$
|
116
|
|
$
|
121
|
|
Croatia
|
98
|
|
111
|
|
113
|
|
|||
Czech Republic
|
349
|
|
369
|
|
355
|
|
|||
Romania*
|
188
|
|
203
|
|
215
|
|
|||
Slovak Republic
|
134
|
|
135
|
|
134
|
|
|||
Slovenia
|
76
|
|
82
|
|
79
|
|
|||
Total CME Markets
|
$
|
953
|
|
$
|
1,016
|
|
$
|
1,017
|
|
Growth rate
|
(6
|
)%
|
—
|
%
|
(4
|
)%
|
Country
|
2012
|
|
|
2011
|
|
|
2010
|
|
|||
Bulgaria
|
$
|
21
|
|
|
$
|
21
|
|
|
$
|
16
|
|
Croatia
|
13
|
|
|
18
|
|
|
16
|
|
|||
Czech Republic
|
122
|
|
|
116
|
|
|
111
|
|
|||
Romania*
|
27
|
|
|
25
|
|
|
22
|
|
|||
Slovak Republic
|
25
|
|
|
23
|
|
|
20
|
|
|||
Slovenia
|
14
|
|
|
14
|
|
|
11
|
|
|||
Total CME Markets
|
$
|
222
|
|
|
$
|
217
|
|
|
$
|
196
|
|
Growth rate
|
2
|
%
|
|
11
|
%
|
|
9
|
%
|
•
|
an increased emphasis on the importance of local content;
|
•
|
an increase in the availability and consumption of VOD content as these technologies develop;
|
•
|
an increased consumption of content on televisions, smart televisions and other smart devices;
|
•
|
advertising spending is at a crossroads: advertisers are looking to maintain their level of consumption of Gross Rating Points ("GRPs") at falling prices but we see the availability of cheap inventory decreasing in the future; and
|
•
|
advertisers demanding more profiled audiences from broadcasters in order to better target specific consumer groups.
|
|
NET REVENUES
|
||||||||||||||||||||||||||
|
For the Years Ending December 31, (US$ 000's)
|
||||||||||||||||||||||||||
|
|
|
|
|
Movement
|
|
|
|
|
|
Movement
|
||||||||||||||||
|
2012
|
|
|
2011
|
|
|
% Act
|
|
|
% Lfl
|
|
|
2011
|
|
|
2010
|
|
|
% Act
|
|
|
% Lfl
|
|
||||
Broadcast:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Bulgaria
|
$
|
83,027
|
|
|
$
|
93,732
|
|
|
(11.4
|
)%
|
|
(4.3
|
)%
|
|
$
|
93,732
|
|
|
$
|
61,753
|
|
|
51.8
|
%
|
|
42.3
|
%
|
Croatia
|
54,618
|
|
|
61,502
|
|
|
(11.2
|
)%
|
|
(3.2
|
)%
|
|
61,502
|
|
|
51,350
|
|
|
19.8
|
%
|
|
15.5
|
%
|
||||
Czech Republic
|
241,034
|
|
|
285,865
|
|
|
(15.7
|
)%
|
|
(6.9
|
)%
|
|
285,865
|
|
|
265,018
|
|
|
7.9
|
%
|
|
(0.4
|
)%
|
||||
Romania
|
134,029
|
|
|
159,387
|
|
|
(15.9
|
)%
|
|
(4.5
|
)%
|
|
159,387
|
|
|
157,416
|
|
|
1.3
|
%
|
|
(3.8
|
)%
|
||||
Slovak Republic
|
88,853
|
|
|
101,973
|
|
|
(12.9
|
)%
|
|
(5.9
|
)%
|
|
101,973
|
|
|
90,391
|
|
|
12.8
|
%
|
|
6.8
|
%
|
||||
Slovenia
|
63,794
|
|
|
72,519
|
|
|
(12.0
|
)%
|
|
(5.1
|
)%
|
|
72,519
|
|
|
64,799
|
|
|
11.9
|
%
|
|
6.3
|
%
|
||||
Total Broadcast
|
665,355
|
|
|
774,978
|
|
|
(14.1
|
)%
|
|
(5.5
|
)%
|
|
774,978
|
|
|
690,727
|
|
|
12.2
|
%
|
|
5.4
|
%
|
||||
Media Pro Entertainment
|
205,064
|
|
|
187,224
|
|
|
9.5
|
%
|
|
21.5
|
%
|
|
187,224
|
|
|
140,797
|
|
|
33.0
|
%
|
|
26.3
|
%
|
||||
New Media
|
18,690
|
|
|
15,764
|
|
|
18.6
|
%
|
|
30.3
|
%
|
|
15,764
|
|
|
11,193
|
|
|
40.8
|
%
|
|
32.5
|
%
|
||||
Elimination
|
(117,024
|
)
|
|
(113,184
|
)
|
|
(3.4
|
)%
|
|
(14.2
|
)%
|
|
(113,184
|
)
|
|
(105,583
|
)
|
|
(7.2
|
)%
|
|
(1.7
|
)%
|
||||
Total Net Revenues
|
$
|
772,085
|
|
|
$
|
864,782
|
|
|
(10.7
|
)%
|
|
(1.6
|
)%
|
|
$
|
864,782
|
|
|
$
|
737,134
|
|
|
17.3
|
%
|
|
10.2
|
%
|
|
Cost of Revenues
|
||||||||||||||||||||||||||
|
For the Years Ending December 31, (US$ 000's)
|
||||||||||||||||||||||||||
|
|
|
|
|
Movement
|
|
|
|
|
|
Movement
|
||||||||||||||||
|
2012
|
|
|
2011
|
|
|
% Act
|
|
|
% Lfl
|
|
|
2011
|
|
|
2010
|
|
|
% Act
|
|
|
% Lfl
|
|
||||
Operating costs
|
$
|
175,172
|
|
|
$
|
182,046
|
|
|
(3.8
|
)%
|
|
6.6
|
%
|
|
$
|
182,046
|
|
|
$
|
144,313
|
|
|
26.1
|
%
|
|
19.1
|
%
|
Cost of programming
|
377,983
|
|
|
399,774
|
|
|
(5.5
|
)%
|
|
4.1
|
%
|
|
399,774
|
|
|
369,329
|
|
|
8.2
|
%
|
|
3.0
|
%
|
||||
Depreciation of property, plant and equipment
|
41,732
|
|
|
52,954
|
|
|
(21.2
|
)%
|
|
(12.7
|
)%
|
|
52,954
|
|
|
54,415
|
|
|
(2.7
|
)%
|
|
(8.7
|
)%
|
||||
Amortization of broadcast licenses and other intangibles
|
46,627
|
|
|
34,881
|
|
|
33.7
|
%
|
|
45.3
|
%
|
|
34,881
|
|
|
25,987
|
|
|
34.2
|
%
|
|
24.4
|
%
|
||||
Total Cost of Revenues
|
$
|
641,514
|
|
|
$
|
669,655
|
|
|
(4.2
|
)%
|
|
5.6
|
%
|
|
$
|
669,655
|
|
|
$
|
594,044
|
|
|
12.7
|
%
|
|
6.8
|
%
|
|
OPERATING COSTS
|
||||||||||||||||||||||||||
|
For the Years Ending December 31, (US$ 000's)
|
||||||||||||||||||||||||||
|
|
|
|
|
Movement
|
|
|
|
|
|
Movement
|
||||||||||||||||
|
2012
|
|
|
2011
|
|
|
% Act
|
|
|
% Lfl
|
|
|
2011
|
|
|
2010
|
|
|
% Act
|
|
|
% Lfl
|
|
||||
Broadcast:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Bulgaria
|
$
|
19,124
|
|
|
$
|
16,984
|
|
|
12.6
|
%
|
|
22.2
|
%
|
|
$
|
16,984
|
|
|
$
|
14,669
|
|
|
15.8
|
%
|
|
8.4
|
%
|
Croatia
|
9,863
|
|
|
11,010
|
|
|
(10.4
|
)%
|
|
(1.3
|
)%
|
|
11,010
|
|
|
9,954
|
|
|
10.6
|
%
|
|
6.4
|
%
|
||||
Czech Republic
|
24,907
|
|
|
35,458
|
|
|
(29.8
|
)%
|
|
(22.3
|
)%
|
|
35,458
|
|
|
32,557
|
|
|
8.9
|
%
|
|
0.6
|
%
|
||||
Romania
|
17,102
|
|
|
20,816
|
|
|
(17.8
|
)%
|
|
(6.9
|
)%
|
|
20,816
|
|
|
23,535
|
|
|
(11.6
|
)%
|
|
(14.9
|
)%
|
||||
Slovak Republic
|
19,418
|
|
|
20,297
|
|
|
(4.3
|
)%
|
|
3.8
|
%
|
|
20,297
|
|
|
16,796
|
|
|
20.8
|
%
|
|
14.2
|
%
|
||||
Slovenia
|
11,957
|
|
|
11,906
|
|
|
0.4
|
%
|
|
8.5
|
%
|
|
11,906
|
|
|
10,375
|
|
|
14.8
|
%
|
|
8.6
|
%
|
||||
Total Broadcast
|
102,371
|
|
|
116,471
|
|
|
(12.1
|
)%
|
|
(3.2
|
)%
|
|
116,471
|
|
|
107,886
|
|
|
8.0
|
%
|
|
1.8
|
%
|
||||
Media Pro Entertainment
|
68,938
|
|
|
60,762
|
|
|
13.5
|
%
|
|
27.3
|
%
|
|
60,762
|
|
|
32,841
|
|
|
85.0
|
%
|
|
75.6
|
%
|
||||
New Media
|
6,638
|
|
|
4,813
|
|
|
37.9
|
%
|
|
51.3
|
%
|
|
4,813
|
|
|
3,586
|
|
|
34.2
|
%
|
|
26.1
|
%
|
||||
Elimination
|
(2,775
|
)
|
|
—
|
|
|
Nm
(1)
|
|
|
Nm
(1)
|
|
|
—
|
|
|
—
|
|
|
Nm
(1)
|
|
|
Nm
(1)
|
|
||||
Total Operating Costs
|
$
|
175,172
|
|
|
$
|
182,046
|
|
|
(3.8
|
)%
|
|
6.6
|
%
|
|
$
|
182,046
|
|
|
$
|
144,313
|
|
|
26.1
|
%
|
|
19.1
|
%
|
|
COST OF PROGRAMMING
|
||||||||||||||||||||||||||
|
For the Years Ending December 31, (US$ 000's)
|
||||||||||||||||||||||||||
|
|
|
|
|
Movement
|
|
|
|
|
|
Movement
|
||||||||||||||||
|
2012
|
|
|
2011
|
|
|
% Act
|
|
|
% Lfl
|
|
|
2011
|
|
|
2010
|
|
|
% Act
|
|
|
% Lfl
|
|
||||
Broadcast:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Bulgaria
|
$
|
46,514
|
|
|
$
|
56,158
|
|
|
(17.2
|
)%
|
|
(10.6
|
)%
|
|
$
|
56,158
|
|
|
$
|
42,827
|
|
|
31.1
|
%
|
|
23.1
|
%
|
Croatia
|
32,695
|
|
|
39,726
|
|
|
(17.7
|
)%
|
|
(10.2
|
)%
|
|
39,726
|
|
|
32,643
|
|
|
21.7
|
%
|
|
17.4
|
%
|
||||
Czech Republic
|
95,305
|
|
|
93,907
|
|
|
1.5
|
%
|
|
12.3
|
%
|
|
93,907
|
|
|
92,167
|
|
|
1.9
|
%
|
|
(6.2
|
)%
|
||||
Romania
|
95,426
|
|
|
100,573
|
|
|
(5.1
|
)%
|
|
7.5
|
%
|
|
100,573
|
|
|
98,036
|
|
|
2.6
|
%
|
|
(1.8
|
)%
|
||||
Slovak Republic
|
57,171
|
|
|
62,839
|
|
|
(9.0
|
)%
|
|
(1.9
|
)%
|
|
62,839
|
|
|
64,878
|
|
|
(3.1
|
)%
|
|
(8.1
|
)%
|
||||
Slovenia
|
33,661
|
|
|
35,851
|
|
|
(6.1
|
)%
|
|
1.7
|
%
|
|
35,851
|
|
|
31,690
|
|
|
13.1
|
%
|
|
7.1
|
%
|
||||
Total Broadcast
|
360,772
|
|
|
389,054
|
|
|
(7.3
|
)%
|
|
2.1
|
%
|
|
389,054
|
|
|
362,241
|
|
|
7.4
|
%
|
|
1.4
|
%
|
||||
Media Pro Entertainment
|
111,244
|
|
|
110,214
|
|
|
0.9
|
%
|
|
11.4
|
%
|
|
110,214
|
|
|
99,783
|
|
|
10.5
|
%
|
|
8.1
|
%
|
||||
New Media
|
11,858
|
|
|
8,834
|
|
|
34.2
|
%
|
|
47.8
|
%
|
|
8,834
|
|
|
9,404
|
|
|
(6.1
|
)%
|
|
(11.6
|
)%
|
||||
Elimination
|
(105,891
|
)
|
|
(108,328
|
)
|
|
2.2
|
%
|
|
(7.9
|
)%
|
|
(108,328
|
)
|
|
(102,099
|
)
|
|
(6.1
|
)%
|
|
(0.8
|
)%
|
||||
Total Cost of Programming
|
$
|
377,983
|
|
|
$
|
399,774
|
|
|
(5.5
|
)%
|
|
4.1
|
%
|
|
$
|
399,774
|
|
|
$
|
369,329
|
|
|
8.2
|
%
|
|
3.0
|
%
|
|
SELLING, GENERAL and ADMINISTRATIVE EXPENSES
|
||||||||||||||||||||||||||
|
For the Years Ending December 31, (US$ 000's)
|
||||||||||||||||||||||||||
|
|
|
|
|
Movement
|
|
|
|
|
|
Movement
|
||||||||||||||||
|
2012
|
|
|
2011
|
|
|
% Act
|
|
|
% Lfl
|
|
|
2011
|
|
|
2010
|
|
|
% Act
|
|
|
% Lfl
|
|
||||
Broadcast:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Bulgaria
|
$
|
3,532
|
|
|
$
|
7,694
|
|
|
(54.1
|
)%
|
|
(50.3
|
)%
|
|
$
|
7,694
|
|
|
$
|
6,328
|
|
|
21.6
|
%
|
|
12.4
|
%
|
Croatia
|
6,168
|
|
|
6,106
|
|
|
1.0
|
%
|
|
9.0
|
%
|
|
6,106
|
|
|
6,385
|
|
|
(4.4
|
)%
|
|
(6.6
|
)%
|
||||
Czech Republic
|
19,145
|
|
|
16,106
|
|
|
18.9
|
%
|
|
30.6
|
%
|
|
16,106
|
|
|
17,475
|
|
|
(7.8
|
)%
|
|
(15.2
|
)%
|
||||
Romania
|
11,345
|
|
|
12,058
|
|
|
(5.9
|
)%
|
|
6.7
|
%
|
|
12,058
|
|
|
9,849
|
|
|
22.4
|
%
|
|
15.2
|
%
|
||||
Slovak Republic
|
5,729
|
|
|
8,870
|
|
|
(35.4
|
)%
|
|
(30.0
|
)%
|
|
8,870
|
|
|
9,718
|
|
|
(8.7
|
)%
|
|
(13.9
|
)%
|
||||
Slovenia
|
3,963
|
|
|
5,160
|
|
|
(23.2
|
)%
|
|
(16.8
|
)%
|
|
5,160
|
|
|
4,307
|
|
|
19.8
|
%
|
|
13.3
|
%
|
||||
Divisional operating costs
|
4,601
|
|
|
2,361
|
|
|
94.9
|
%
|
|
112.5
|
%
|
|
2,361
|
|
|
2,123
|
|
|
11.2
|
%
|
|
3.9
|
%
|
||||
Total Broadcast
|
54,483
|
|
|
58,355
|
|
|
(6.6
|
)%
|
|
2.5
|
%
|
|
58,355
|
|
|
56,185
|
|
|
3.9
|
%
|
|
(2.7
|
)%
|
||||
Media Pro Entertainment
|
11,736
|
|
|
15,348
|
|
|
(23.5
|
)%
|
|
(14.9
|
)%
|
|
15,348
|
|
|
14,361
|
|
|
6.9
|
%
|
|
0.3
|
%
|
||||
New Media
|
4,419
|
|
|
4,675
|
|
|
(5.5
|
)%
|
|
4.1
|
%
|
|
4,675
|
|
|
4,745
|
|
|
(1.5
|
)%
|
|
(5.3
|
)%
|
||||
Central
|
27,531
|
|
|
42,411
|
|
|
(35.1
|
)%
|
|
(32.5
|
)%
|
|
42,411
|
|
|
44,525
|
|
|
(4.7
|
)%
|
|
(5.3
|
)%
|
||||
Elimination
|
(1,895
|
)
|
|
(1,202
|
)
|
|
(57.7
|
)%
|
|
(75.4
|
)%
|
|
(1,202
|
)
|
|
—
|
|
|
Nm
(1)
|
|
|
Nm
(1)
|
|
||||
Total Selling, General and Administrative Expenses
|
$
|
96,274
|
|
|
$
|
119,587
|
|
|
(19.5
|
)%
|
|
(13.2
|
)%
|
|
$
|
119,587
|
|
|
$
|
119,816
|
|
|
(0.2
|
)%
|
|
(4.3
|
)%
|
|
For the Years Ending December 31, (US$ 000's)
|
||||||||||
|
2012
|
|
|
2011
|
|
|
2010
|
|
|||
Impairment charge
|
$
|
522,490
|
|
|
$
|
68,748
|
|
|
$
|
397
|
|
|
Other Income / (Expense)
|
||||||||||||||||||||
|
For the Years Ending December 31, (US$ 000's)
|
||||||||||||||||||||
|
2012
|
|
|
2011
|
|
|
% Act
|
|
|
2011
|
|
|
2010
|
|
|
% Act
|
|
||||
Interest income
|
$
|
779
|
|
|
$
|
2,753
|
|
|
(71.7
|
)%
|
|
$
|
2,753
|
|
|
$
|
2,238
|
|
|
23.0
|
%
|
Interest expense
|
(127,968
|
)
|
|
(161,457
|
)
|
|
20.7
|
%
|
|
(161,457
|
)
|
|
(133,505
|
)
|
|
(20.9
|
)%
|
||||
Foreign currency exchange gain / (loss), net
|
4,922
|
|
|
(31,124
|
)
|
|
Nm
(1)
|
|
|
(31,124
|
)
|
|
(5,030
|
)
|
|
Nm
(1)
|
|
||||
Change in fair value of derivatives
|
49,027
|
|
|
7,281
|
|
|
Nm
(1)
|
|
|
7,281
|
|
|
1,164
|
|
|
Nm
(1)
|
|
||||
Other income
|
901
|
|
|
1
|
|
|
Nm
(1)
|
|
|
1
|
|
|
357
|
|
|
(99.7
|
)%
|
||||
Credit / (provision) for income taxes
|
14,139
|
|
|
(3,850
|
)
|
|
Nm
(1)
|
|
|
(3,850
|
)
|
|
(5,025
|
)
|
|
23.4
|
%
|
||||
Discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
213,697
|
|
|
(100
|
)%
|
||||
Net loss attributable to noncontrolling interests
|
10,713
|
|
|
4,993
|
|
|
Nm
(1)
|
|
|
4,993
|
|
|
3,402
|
|
|
46.8
|
%
|
||||
Currency translation adjustment, net
|
$
|
28,651
|
|
|
$
|
(59,430
|
)
|
|
Nm
(1)
|
|
|
$
|
(59,430
|
)
|
|
$
|
(17,586
|
)
|
|
Nm
(1)
|
|
|
Summarized Consolidated Balance Sheet (US$ 000’s)
|
|||||||||
|
December 31, 2012
|
|
|
December 31, 2011
|
|
|
Movement
|
|
||
Current assets
|
$
|
518,551
|
|
|
$
|
538,289
|
|
|
(3.7
|
)%
|
Non-current assets
|
1,656,164
|
|
|
2,143,480
|
|
|
(22.7
|
)%
|
||
Current liabilities
|
291,364
|
|
|
255,575
|
|
|
14.0
|
%
|
||
Non-current liabilities
|
1,252,084
|
|
|
1,408,252
|
|
|
(11.1
|
)%
|
||
CME Ltd. shareholders’ equity
|
626,061
|
|
|
1,001,692
|
|
|
(37.5
|
)%
|
||
Noncontrolling interests in consolidated subsidiaries
|
$
|
5,206
|
|
|
$
|
16,250
|
|
|
(68.0
|
)%
|
|
For the Years Ending December 31, (US$ 000's)
|
|||||||||
|
2012
|
|
|
2011
|
|
|
2010
|
|
||
Net cash (used in) / generated from operating activities
|
$
|
(30,027
|
)
|
|
$
|
29,638
|
|
|
(49,614
|
)
|
Net cash used in investing activities
|
(32,426
|
)
|
|
(42,698
|
)
|
|
(456,770
|
)
|
||
Net cash provided by / (used in) financing activities
|
11,896
|
|
|
(38,168
|
)
|
|
7,338
|
|
||
Net cash used in discontinued operations – operating activities
|
—
|
|
|
—
|
|
|
(5,921
|
)
|
||
Net cash generated from discontinued operations – investing activities
|
—
|
|
|
—
|
|
|
307,790
|
|
||
Impact of exchange rate fluctuations on cash
|
4,564
|
|
|
(6,436
|
)
|
|
(4,727
|
)
|
||
Net decrease in cash and cash equivalents
|
$
|
(45,993
|
)
|
|
$
|
(57,664
|
)
|
|
(201,904
|
)
|
|
Payments due by period (US$ 000’s)
|
||||||||||||||||||
|
Total
|
|
|
Less than 1 year
|
|
|
1-3 years
|
|
|
3-5 years
|
|
|
More than 5 years
|
|
|||||
Long-Term Debt – principal
(1)
|
$
|
1,213,397
|
|
|
$
|
649
|
|
|
$
|
261,482
|
|
|
$
|
948,123
|
|
|
$
|
3,143
|
|
Long-Term Debt – principal payable from restricted cash
|
20,647
|
|
|
20,647
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Long-Term Debt – interest
(2)
|
475,643
|
|
|
115,320
|
|
|
229,917
|
|
|
130,406
|
|
|
—
|
|
|||||
Unconditional Purchase Obligations
|
365,687
|
|
|
159,332
|
|
|
160,200
|
|
|
44,351
|
|
|
1,804
|
|
|||||
Operating Leases
|
28,044
|
|
|
6,287
|
|
|
6,713
|
|
|
3,910
|
|
|
11,134
|
|
|||||
Capital Lease Obligations
|
4,482
|
|
|
1,215
|
|
|
1,589
|
|
|
858
|
|
|
820
|
|
|||||
Other Long-Term Obligations
|
131,350
|
|
|
30,156
|
|
|
34,783
|
|
|
22,840
|
|
|
43,571
|
|
|||||
Total Contractual Obligations
|
$
|
2,239,250
|
|
|
$
|
333,606
|
|
|
$
|
694,684
|
|
|
$
|
1,150,488
|
|
|
$
|
60,472
|
|
Measurement
|
|
Valuation Method
|
Recoverability of carrying amounts
|
|
Undiscounted future cash flows
|
Fair value of broadcast licenses
|
|
Build-out method
|
Fair value of indefinite-lived trademarks
|
|
Relief from royalty method
|
Fair value of reporting units
|
|
Discounted cash flow model
|
•
|
Cost of capital: The cost of capital reflects the return a hypothetical market participant would require for a long-term investment in an asset and can be viewed as a proxy for the risk of that asset. We calculate the cost of capital according to the Capital Asset Pricing Model using a number of assumptions, the most significant of which is a Country Risk Premium (“CRP”). The CRP reflects the excess risk to an investor of investing in markets other than the United States and generally fluctuates with expectations of changes in a country's macro-economic environment. The costs of capital that we have applied to cash flows in all reporting units at the end of 2012 were lower than those we had used in our annual impairment review at the end of 2011, which was driven primarily by a reduction in the CRP.
|
•
|
Total advertising market: The size of the television advertising market effectively places an upper limit on the advertising revenue we can expect to earn in each country. Our estimate of the total advertising market is developed from a number of external sources, in combination with a process of on-going consultation with local management. In our annual impairment review performed in the fourth quarter, we decreased our short- and medium-term view of the size of the television advertising markets based on current market views regarding growth rates in the coming periods before markets recover in the long-term.
|
•
|
Market share: This is a function of the audience share we expect our stations to generate, and the relative price at which we can sell advertising. Our estimate of the total advertising market is developed from a number of external sources, in combination with a process of on-going consultation with local management.
|
•
|
Forecast OIBDA: The level of cash flow generated by each operation is ultimately governed by the extent to which we manage the relationship between revenues and costs. We forecast the level of operating costs by reference to (a) the historical absolute and relative levels of costs we have incurred in generating revenue in each reporting unit, (b) the operating strategy of each business and (c) specific forecast costs to be incurred. Our annual impairment review includes assumptions to reflect further cost control we intend to execute.
|
•
|
Forecast capital expenditure: The size and phasing of capital expenditure, both recurring expenditure to replace retired assets and investments in new projects, has a significant impact on cash flows. We forecast the level of future capital expenditure based on current strategies and specific forecast costs to be incurred. In line with our ongoing efforts to protect our operating margins, the absolute levels of capital expenditure forecast remained broadly constant with the prior year impairment reviews.
|
•
|
Growth rate into perpetuity: This reflects the level of economic growth in each of our markets from the last forecasted period into perpetuity and is the sum of an estimated real growth rate, which reflects our belief that macro-economic growth in our markets will eventually converge to Western European markets, and long term expectations for inflation. Our estimates of these rates are based on observable market data and have not changed since the end of 2011.
|
|
Percentage change in cost of capital
|
||
Reporting Unit
|
Between 2011 and 2012 review
|
|
Necessary to break even
|
Bulgaria
|
(1.6)%
|
|
N/A
(1)
|
Croatia
|
(1.8)%
|
|
50.0%
|
Czech Republic
|
(0.9)%
|
|
N/A
(1)
|
Romania
|
(1.5)%
|
|
6.2%
|
Slovak Republic
|
(0.9)%
|
|
8.1%
|
Slovenia
|
(0.4)%
|
|
41.9%
|
Fiction and Reality and Entertainment
|
(1.1)%
|
|
11.3%
|
Distribution
|
(1.1)%
|
|
1.1%
|
Reporting Unit
|
Break even growth rate (%)
1
|
|
Growth rate currently implied (%)
1
|
Bulgaria
2
|
23.3%
|
|
23.3%
|
Croatia
|
44.5%
|
|
50.1%
|
Czech Republic
2
|
6.6%
|
|
6.6%
|
Romania
|
18.0%
|
|
18.9%
|
Slovak Republic
|
30.2%
|
|
31.3%
|
Slovenia
|
3.9%
|
|
9.4%
|
Fiction and Reality and Entertainment
|
17.1%
|
|
20.0%
|
Distribution
|
29.5%
|
|
29.8%
|
10% Adverse Change in:
|
Indefinite-lived trademarks
|
|
Goodwill
|
Cost of Capital
|
None
|
|
Romania (6.2%), Slovak Republic (8.1%), Distribution (1.1%)
|
Total Advertising Market
|
None
|
|
Croatia (8.3%), Romania (2.5%), Slovak Republic (2.0%)
|
Market Share
|
None
|
|
Croatia (8.3%), Romania (2.5%), Slovak Republic (2.0%)
|
Forecast OIBDA
|
Not applicable
|
|
Romania (7.2%), Slovak Republic (9.2%), Distribution (2.3%)
|
Forecast Capital Expenditure
|
Not applicable
|
|
None
|
Perpetuity Growth Rate
|
None
|
|
None
|
Expected Maturity Dates
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
Thereafter
|
||||||
Total debt in Euro (000's)
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Fixed rate
|
—
|
|
|
—
|
|
|
—
|
|
|
478,600
|
|
|
240,000
|
|
|
—
|
|
Average interest rate (%)
|
—
|
|
|
—
|
|
|
—
|
|
|
11.63
|
%
|
|
9.00
|
%
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total debt in US$ (000's)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed rate
|
20,647
(1)
|
|
|
—
|
|
|
261,034
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Average interest rate (%)
|
3.50
|
%
|
|
—
|
|
|
5.00
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
December 31, 2012
|
|
|
December 31, 2011
|
|
||
ASSETS
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
140,393
|
|
|
$
|
186,386
|
|
Accounts receivable, net (Note 7)
|
184,494
|
|
|
192,157
|
|
||
Program rights, net (Note 6)
|
120,023
|
|
|
101,741
|
|
||
Other current assets (Note 8)
|
73,641
|
|
|
58,005
|
|
||
Total current assets
|
518,551
|
|
|
538,289
|
|
||
Non-current assets
|
|
|
|
|
|
||
Property, plant and equipment, net (Note 9)
|
206,706
|
|
|
217,367
|
|
||
Program rights, net (Note 6)
|
303,708
|
|
|
266,217
|
|
||
Goodwill (Note 4)
|
836,538
|
|
|
1,095,193
|
|
||
Broadcast licenses and other intangible assets, net (Note 4)
|
284,941
|
|
|
538,195
|
|
||
Other non-current assets (Note 8)
|
24,271
|
|
|
26,508
|
|
||
Total non-current assets
|
1,656,164
|
|
|
2,143,480
|
|
||
Total assets
|
$
|
2,174,715
|
|
|
$
|
2,681,769
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Accounts payable and accrued liabilities (Note 10)
|
$
|
255,681
|
|
|
$
|
240,048
|
|
Current portion of long-term debt and other financing arrangements (Note 5)
|
21,918
|
|
|
1,058
|
|
||
Other current liabilities (Note 11)
|
13,765
|
|
|
14,469
|
|
||
Total current liabilities
|
291,364
|
|
|
255,575
|
|
||
Non-current liabilities
|
|
|
|
|
|
||
Long-term debt and other financing arrangements (Note 5)
|
1,198,873
|
|
|
1,323,311
|
|
||
Other non-current liabilities (Note 11)
|
53,211
|
|
|
84,941
|
|
||
Total non-current liabilities
|
1,252,084
|
|
|
1,408,252
|
|
||
Commitments and contingencies (Note 19)
|
|
|
|
|
|
||
EQUITY
|
|
|
|
|
|
||
CME Ltd. shareholders’ equity (Note 13):
|
|
|
|
|
|
||
One share of Preferred Stock of $0.08 each (December 31, 2011 – nil)
|
—
|
|
|
—
|
|
||
77,185,129 shares of Class A Common Stock of $0.08 each (December 31, 2011 – 56,892,114)
|
6,174
|
|
|
4,551
|
|
||
Nil shares of Class B Common Stock of $0.08 each (December 31, 2011 – 7,500,936)
|
—
|
|
|
600
|
|
||
Additional paid-in capital
|
1,556,250
|
|
|
1,404,648
|
|
||
Accumulated deficit
|
(982,513
|
)
|
|
(425,702
|
)
|
||
Accumulated other comprehensive income
|
46,150
|
|
|
17,595
|
|
||
Total CME Ltd. shareholders’ equity
|
626,061
|
|
|
1,001,692
|
|
||
Noncontrolling interests
|
5,206
|
|
|
16,250
|
|
||
Total equity
|
631,267
|
|
|
1,017,942
|
|
||
Total liabilities and equity
|
$
|
2,174,715
|
|
|
$
|
2,681,769
|
|
|
For The Years Ending December 31,
|
||||||||||
|
2012
|
|
|
2011
|
|
|
2010
|
|
|||
Net revenues
|
$
|
772,085
|
|
|
$
|
864,782
|
|
|
$
|
737,134
|
|
Operating expenses:
|
|
|
|
|
|
||||||
Operating costs
|
175,172
|
|
|
182,046
|
|
|
144,313
|
|
|||
Cost of programming
|
377,983
|
|
|
399,774
|
|
|
369,329
|
|
|||
Depreciation of property, plant and equipment
|
41,732
|
|
|
52,954
|
|
|
54,415
|
|
|||
Amortization of broadcast licenses and other intangibles (Note 4)
|
46,627
|
|
|
34,881
|
|
|
25,987
|
|
|||
Cost of revenues
|
641,514
|
|
|
669,655
|
|
|
594,044
|
|
|||
Selling, general and administrative expenses
|
96,274
|
|
|
119,587
|
|
|
119,816
|
|
|||
Impairment charge (Note 4)
|
522,490
|
|
|
68,748
|
|
|
397
|
|
|||
Operating (loss) / income
|
(488,193
|
)
|
|
6,792
|
|
|
22,877
|
|
|||
Interest income
|
779
|
|
|
2,753
|
|
|
2,238
|
|
|||
Interest expense (Note 15)
|
(127,968
|
)
|
|
(161,457
|
)
|
|
(133,505
|
)
|
|||
Foreign currency exchange gain / (loss), net
|
4,922
|
|
|
(31,124
|
)
|
|
(5,030
|
)
|
|||
Change in fair value of derivatives (Note 12)
|
49,027
|
|
|
7,281
|
|
|
1,164
|
|
|||
Other income
|
901
|
|
|
1
|
|
|
357
|
|
|||
Loss from continuing operations before tax
|
(560,532
|
)
|
|
(175,754
|
)
|
|
(111,899
|
)
|
|||
Credit / (provision) for income taxes
|
14,139
|
|
|
(3,850
|
)
|
|
(5,025
|
)
|
|||
Loss from continuing operations
|
(546,393
|
)
|
|
(179,604
|
)
|
|
(116,924
|
)
|
|||
Discontinued operations, net of tax (Note 2)
|
—
|
|
|
—
|
|
|
(3,922
|
)
|
|||
Gain on disposal of discontinued operations (Note 2)
|
—
|
|
|
—
|
|
|
217,619
|
|
|||
Income from discontinued operations
|
—
|
|
|
—
|
|
|
213,697
|
|
|||
Net (loss) / income
|
(546,393
|
)
|
|
(179,604
|
)
|
|
96,773
|
|
|||
Net loss attributable to noncontrolling interests
|
10,713
|
|
|
4,993
|
|
|
3,402
|
|
|||
Net (loss) / income attributable to CME Ltd.
|
$
|
(535,680
|
)
|
|
$
|
(174,611
|
)
|
|
$
|
100,175
|
|
|
|
|
|
|
|
||||||
Net (loss) / income
|
(546,393
|
)
|
|
(179,604
|
)
|
|
96,773
|
|
|||
Currency translation adjustment
|
28,651
|
|
|
(59,430
|
)
|
|
(17,586
|
)
|
|||
Comprehensive (loss) / income
|
$
|
(517,742
|
)
|
|
$
|
(239,034
|
)
|
|
$
|
79,187
|
|
Comprehensive loss attributable to noncontrolling interests
|
10,617
|
|
|
4,273
|
|
|
2,821
|
|
|||
Comprehensive (loss) / income attributable to CME Ltd.
|
$
|
(507,125
|
)
|
|
$
|
(234,761
|
)
|
|
$
|
82,008
|
|
PER SHARE DATA (Note 17):
|
|
|
|
|
|
||||||
Net (loss) / income per share:
|
|
|
|
|
|
||||||
Continuing operations - Basic
|
$
|
(6.96
|
)
|
|
$
|
(2.71
|
)
|
|
$
|
(1.77
|
)
|
Continuing operations - Diluted
|
(6.96
|
)
|
|
(2.71
|
)
|
|
(1.77
|
)
|
|||
Discontinued operations – Basic
|
—
|
|
|
—
|
|
|
3.34
|
|
|||
Discontinued operations - Diluted
|
—
|
|
|
—
|
|
|
3.34
|
|
|||
Net (loss) / income attributable to CME Ltd. – Basic
|
$
|
(6.96
|
)
|
|
$
|
(2.71
|
)
|
|
$
|
1.57
|
|
Net (loss) / income attributable to CME Ltd. – Diluted
|
$
|
(6.96
|
)
|
|
$
|
(2.71
|
)
|
|
$
|
1.57
|
|
|
|
|
|
|
|
||||||
Weighted average common shares used in computing per share amounts (000’s):
|
|
|
|
|
|
||||||
Basic
|
76,919
|
|
|
64,385
|
|
|
64,029
|
|
|||
Diluted
|
76,919
|
|
|
64,385
|
|
|
64,029
|
|
|
|
|
|
|
|
|
CME Ltd.
|
|
|
|
|
||||||||||||||||||||
|
Series A Convertible Preferred Stock
|
|
Class A
Common Stock
|
|
Class B
Common Stock
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Number of shares
|
Par value
|
|
Number of shares
|
Par value
|
|
Number of shares
|
Par value
|
Additional Paid-In Capital
|
|
Accumulated Deficit
|
|
Accumulated Other Comprehensive Income
|
|
Noncontrolling Interest
|
|
Total Equity
|
|
|||||||||||||
BALANCE December 31, 2009
|
—
|
|
—
|
|
|
56,046,176
|
|
$
|
4,484
|
|
|
7,490,936
|
|
$
|
599
|
|
$
|
1,410,587
|
|
$
|
(333,993
|
)
|
$
|
95,912
|
|
$
|
(5,749
|
)
|
$
|
1,171,840
|
|
Stock-based compensation
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
7,415
|
|
—
|
|
—
|
|
—
|
|
7,415
|
|
|||||||
Acquisition of noncontrolling interests - Pro. BG business
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
(34,696
|
)
|
—
|
|
—
|
|
31,446
|
|
(3,250
|
)
|
|||||||
Acquisition of noncontrolling interest - Pro TV, MPI and MV
|
—
|
|
—
|
|
|
800,000
|
|
64
|
|
|
—
|
|
—
|
|
(5,568
|
)
|
—
|
|
—
|
|
(684
|
)
|
(6,188
|
)
|
|||||||
Adjustment - Media Pro Entertainment
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(1,146
|
)
|
(1,146
|
)
|
|||||||
Stock option exercised
|
—
|
|
—
|
|
|
32,313
|
|
2
|
|
|
—
|
|
—
|
|
589
|
|
—
|
|
—
|
|
—
|
|
591
|
|
|||||||
Other
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
(524
|
)
|
—
|
|
—
|
|
—
|
|
(524
|
)
|
|||||||
Dividends
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(173
|
)
|
(173
|
)
|
|||||||
Net income / (loss)
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
100,175
|
|
—
|
|
(3,402
|
)
|
96,773
|
|
|||||||
Currency translation adjustment
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(18,167
|
)
|
581
|
|
(17,586
|
)
|
|||||||
BALANCE December 31, 2010
|
—
|
|
—
|
|
|
56,878,489
|
|
$
|
4,550
|
|
|
7,490,936
|
|
$
|
599
|
|
$
|
1,377,803
|
|
$
|
(233,818
|
)
|
$
|
77,745
|
|
$
|
20,873
|
|
$
|
1,247,752
|
|
Stock-based compensation
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
5,898
|
|
—
|
|
—
|
|
—
|
|
5,898
|
|
|||||||
Repurchase of 2013 Convertible Notes
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
(8,383
|
)
|
—
|
|
—
|
|
—
|
|
(8,383
|
)
|
|||||||
Issuance of 2015 Convertible Notes, net of transaction costs
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
11,852
|
|
—
|
|
—
|
|
—
|
|
11,852
|
|
|||||||
Reclassification of capped call options
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
17,273
|
|
(17,273
|
)
|
—
|
|
—
|
|
—
|
|
|||||||
Stock options exercised
|
—
|
|
—
|
|
|
13,625
|
|
1
|
|
|
10,000
|
|
1
|
|
240
|
|
—
|
|
—
|
|
—
|
|
242
|
|
|||||||
Other
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
(35
|
)
|
—
|
|
—
|
|
—
|
|
(35
|
)
|
|||||||
Dividends
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(350
|
)
|
(350
|
)
|
|||||||
Net loss
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
(174,611
|
)
|
—
|
|
(4,993
|
)
|
(179,604
|
)
|
|||||||
Currency translation adjustment
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(60,150
|
)
|
720
|
|
(59,430
|
)
|
|||||||
BALANCE December 31, 2011
|
—
|
|
—
|
|
|
56,892,114
|
|
$
|
4,551
|
|
|
7,500,936
|
|
$
|
600
|
|
$
|
1,404,648
|
|
$
|
(425,702
|
)
|
$
|
17,595
|
|
$
|
16,250
|
|
$
|
1,017,942
|
|
Stock-based compensation
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
4,249
|
|
—
|
|
—
|
|
—
|
|
4,249
|
|
|||||||
Conversion of Class B shares to Class A shares (Note 13)
|
—
|
|
—
|
|
|
7,516,936
|
|
601
|
|
|
(7,516,936
|
)
|
(601
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||
Share issuances
(Note 13) |
1
|
|
—
|
|
|
12,776,079
|
|
1,022
|
|
|
—
|
|
—
|
|
127,341
|
|
—
|
|
—
|
|
—
|
|
128,363
|
|
|||||||
Repurchase of 2013 Convertible Notes (Note 5)
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
(868
|
)
|
—
|
|
—
|
|
—
|
|
(868
|
)
|
|||||||
Reclassification of capped call options (Note 5)
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
21,131
|
|
(21,131
|
)
|
—
|
|
—
|
|
—
|
|
|||||||
Stock options exercised
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
16,000
|
|
1
|
|
32
|
|
—
|
|
—
|
|
—
|
|
33
|
|
|||||||
Dividends
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(427
|
)
|
(427
|
)
|
|||||||
Other
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
(283
|
)
|
—
|
|
—
|
|
—
|
|
(283
|
)
|
|||||||
Net loss
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
(535,680
|
)
|
—
|
|
(10,713
|
)
|
(546,393
|
)
|
|||||||
Currency translation adjustment
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
28,555
|
|
96
|
|
28,651
|
|
|||||||
BALANCE December 31, 2012
|
1
|
|
—
|
|
|
77,185,129
|
|
$
|
6,174
|
|
|
—
|
|
$
|
—
|
|
$
|
1,556,250
|
|
$
|
(982,513
|
)
|
$
|
46,150
|
|
$
|
5,206
|
|
$
|
631,267
|
|
|
For The Years Ending December 31,
|
||||||||||
|
2012
|
|
|
2011
|
|
|
2010
|
|
|||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
||||||
Net (loss) / income
|
$
|
(546,393
|
)
|
|
$
|
(179,604
|
)
|
|
$
|
96,773
|
|
Adjustments to reconcile net loss to net cash (used in) / generated from operating activities:
|
|
|
|
|
|
|
|||||
Income from discontinued operations (Note 2)
|
—
|
|
|
—
|
|
|
(213,697
|
)
|
|||
Amortization of program rights
|
256,474
|
|
|
276,079
|
|
|
246,584
|
|
|||
Depreciation and other amortization
|
111,225
|
|
|
115,067
|
|
|
111,054
|
|
|||
Net loss on extinguishment of debt (Note 5)
|
198
|
|
|
25,904
|
|
|
5,299
|
|
|||
Impairment charge (Note 4)
|
522,490
|
|
|
68,748
|
|
|
397
|
|
|||
(Gain) / loss on disposal of fixed assets
|
(281
|
)
|
|
567
|
|
|
(59
|
)
|
|||
Stock-based compensation (Note 16)
|
4,249
|
|
|
5,898
|
|
|
6,837
|
|
|||
Change in fair value of derivatives (Note 12)
|
(49,027
|
)
|
|
(7,281
|
)
|
|
(1,164
|
)
|
|||
Foreign currency exchange (gain) / loss, net
|
(4,922
|
)
|
|
31,124
|
|
|
5,030
|
|
|||
Net change in (net of effects of acquisitions and disposals of businesses):
|
|
|
|
|
|
|
|||||
Accounts receivable, net
|
5,742
|
|
|
17,025
|
|
|
(19,544
|
)
|
|||
Accounts payable and accrued liabilities
|
(12,677
|
)
|
|
(19,258
|
)
|
|
(1,472
|
)
|
|||
Program rights
|
(301,968
|
)
|
|
(304,934
|
)
|
|
(289,453
|
)
|
|||
Other assets
|
(976
|
)
|
|
4,190
|
|
|
18,687
|
|
|||
Accrued interest
|
3,382
|
|
|
(3,054
|
)
|
|
476
|
|
|||
Income taxes payable
|
4,928
|
|
|
2,779
|
|
|
(1,255
|
)
|
|||
Deferred revenue
|
542
|
|
|
6,582
|
|
|
(3,934
|
)
|
|||
Deferred taxes
|
(24,014
|
)
|
|
(6,149
|
)
|
|
(8,531
|
)
|
|||
VAT and other taxes payable
|
1,001
|
|
|
(4,045
|
)
|
|
(1,642
|
)
|
|||
Net cash (used in) / generated from operating activities
|
(30,027
|
)
|
|
29,638
|
|
|
(49,614
|
)
|
|||
|
|
|
|
|
|
||||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
||||
Purchase of property, plant and equipment
|
(32,732
|
)
|
|
(34,192
|
)
|
|
(45,987
|
)
|
|||
Disposal of property, plant and equipment
|
306
|
|
|
1,091
|
|
|
115
|
|
|||
Investments in subsidiaries, net of cash acquired
|
—
|
|
|
(9,597
|
)
|
|
(410,898
|
)
|
|||
Net cash used in investing activities
|
(32,426
|
)
|
|
(42,698
|
)
|
|
(456,770
|
)
|
|||
|
|
|
|
|
|
||||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
||||
Repurchase of Senior Notes
|
(290,135
|
)
|
|
(73,560
|
)
|
|
(101,473
|
)
|
|||
Payment on exchange of Convertible Notes
|
—
|
|
|
(32,126
|
)
|
|
—
|
|
|||
Debt transactions costs
|
(7,000
|
)
|
|
(2,101
|
)
|
|
(15,310
|
)
|
|||
Issuance of Senior Notes
|
228,890
|
|
|
—
|
|
|
237,463
|
|
|||
Change in restricted cash
|
(20,972
|
)
|
|
—
|
|
|
696
|
|
|||
Proceeds from credit facilities
|
195,257
|
|
|
104,151
|
|
|
203,498
|
|
|||
Payment of credit facilities and capital leases
|
(105,878
|
)
|
|
(34,458
|
)
|
|
(312,199
|
)
|
|||
Issuance of common stock
|
15,033
|
|
|
—
|
|
|
—
|
|
|||
Equity issuance costs
|
(2,942
|
)
|
|
—
|
|
|
—
|
|
|||
Acquisition of noncontrolling interests
|
—
|
|
|
—
|
|
|
(6,467
|
)
|
|||
Settlement of forward currency swaps
|
(82
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from exercise of stock options
|
33
|
|
|
242
|
|
|
591
|
|
|||
Excess tax benefits from stock-based compensation arrangements
|
—
|
|
|
—
|
|
|
667
|
|
|||
Dividends paid to holders of noncontrolling interests
|
(308
|
)
|
|
(316
|
)
|
|
(128
|
)
|
|||
Net cash provided by / (used in) financing activities
|
11,896
|
|
|
(38,168
|
)
|
|
7,338
|
|
|||
|
|
|
|
|
|
||||||
NET CASH USED IN DISCONTINUED OPERATIONS – OPERATING ACTIVITIES
|
—
|
|
|
—
|
|
|
(5,921
|
)
|
|||
NET CASH FROM DISCONTINUED OPERATIONS – INVESTING ACTIVITIES
|
—
|
|
|
—
|
|
|
307,790
|
|
|||
|
|
|
|
|
|
||||||
Impact of exchange rate fluctuations on cash
|
4,564
|
|
|
(6,436
|
)
|
|
(4,727
|
)
|
|||
|
|
|
|
|
|
||||||
Net decrease in cash and cash equivalents
|
(45,993
|
)
|
|
(57,664
|
)
|
|
(201,904
|
)
|
|||
CASH AND CASH EQUIVALENTS, beginning of period
|
186,386
|
|
|
244,050
|
|
|
445,954
|
|
|||
CASH AND CASH EQUIVALENTS, end of period
|
$
|
140,393
|
|
|
$
|
186,386
|
|
|
$
|
244,050
|
|
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
|
|
|
|
|
|
||||||
Cash paid for interest
|
$
|
104,650
|
|
|
$
|
111,802
|
|
|
$
|
100,901
|
|
Cash paid for income taxes (net of refunds)
|
$
|
6,442
|
|
|
$
|
6,315
|
|
|
$
|
14,714
|
|
|
|
|
|
|
|
||||||
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING AND INVESTING ACTIVITIES:
|
|
|
|
|
|
||||||
Conversion of credit facility to shares of Series A preferred stock and Class A common stock (Note 13)
|
$
|
165,112
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Issuance of 800,000 shares of Class A common stock in connection with acquisition of noncontrolling interest (Note 3)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
18,520
|
|
Issuance of call option in connection with restructuring of Pro.BG business (Note 3)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,970
|
|
Acquisition of property, plant and equipment under capital lease
|
$
|
156
|
|
|
$
|
907
|
|
|
$
|
203
|
|
Asset category
|
Estimated useful life
|
Land
|
Indefinite
|
Buildings
|
25 years
|
Machinery, fixtures and equipment
|
4 - 8 years
|
Other equipment
|
3 - 8 years
|
Software licenses
|
3 - 5 years
|
|
For The Year Ending December 31, 2010
|
|
|
Revenues
|
$
|
16,888
|
|
Cost of revenues
|
(19,473
|
)
|
|
Selling, general and administrative expenses
|
(2,223
|
)
|
|
Operating loss
|
(4,808
|
)
|
|
Foreign exchange gain
|
891
|
|
|
Other income
|
25
|
|
|
Loss before tax
|
(3,892
|
)
|
|
Gain on sale
|
217,619
|
|
|
Provision for income tax
|
(30
|
)
|
|
Income from discontinued operations
|
$
|
213,697
|
|
|
Fair Value on Date of Acquisition
|
||
Cash and cash equivalents
|
$
|
3,011
|
|
Property, plant and equipment
|
384
|
|
|
Program rights
|
201
|
|
|
Inventory
|
2,978
|
|
|
Other intangible assets subject to amortization
(1)
|
1,999
|
|
|
Deferred tax assets, net
|
862
|
|
|
Other assets, net
(2)
|
838
|
|
|
Goodwill
(3)
|
1,477
|
|
|
Total purchase price
|
$
|
11,750
|
|
|
Fair value on acquisition
|
||
|
|
||
Cash and cash equivalents
|
$
|
485
|
|
Restricted cash
|
3,560
|
|
|
Broadcast licenses
(1)
|
178,158
|
|
|
Trademark
(2)
|
74,066
|
|
|
Customer relationships
(3)
|
37,322
|
|
|
Programming rights
|
6,383
|
|
|
Property, plant and equipment
|
8,579
|
|
|
Other assets, net
(4)
|
14,851
|
|
|
Deferred tax liabilities
|
(29,100
|
)
|
|
Goodwill
(5)
|
115,641
|
|
|
Total purchase price
|
$
|
409,945
|
|
|
For The Year Ending December 31,
|
||
|
2010
|
||
|
|
||
Revenues
|
$
|
759,287
|
|
Net income
|
98,945
|
|
|
Net income attributable to CME Ltd.
|
102,347
|
|
|
Net income attributable to CME Ltd. - basic and diluted earnings per share
|
1.60
|
|
|
Weighted average common shares - basic and diluted earnings per share
|
64,029
|
|
|
Gross Balance, December 31, 2010
|
Accumulated Impairment Losses
|
Balance, December 31, 2010
|
Additions/
Adjustments
|
Impairment Charge
|
Foreign Currency
|
Balance, December 31, 2011
|
Accumulated Impairment Losses
|
Gross Balance, December 31, 2011
|
|||||||||
Broadcast segment:
|
|
|
|
|
|
|
|
|
|
|||||||||
Bulgaria
|
178,377
|
|
(64,044
|
)
|
114,333
|
|
—
|
|
(53,416
|
)
|
(1,983
|
)
|
58,934
|
|
(117,460
|
)
|
176,394
|
|
Croatia
|
11,151
|
|
(10,454
|
)
|
697
|
|
—
|
|
—
|
|
(35
|
)
|
662
|
|
(10,454
|
)
|
11,116
|
|
Czech Republic
|
917,145
|
|
—
|
|
917,145
|
|
—
|
|
—
|
|
(54,688
|
)
|
862,457
|
|
—
|
|
862,457
|
|
Romania
|
63,977
|
|
—
|
|
63,977
|
|
707
|
|
—
|
|
(2,606
|
)
|
62,078
|
|
—
|
|
62,078
|
|
Slovak Republic
|
58,425
|
|
—
|
|
58,425
|
|
—
|
|
—
|
|
(1,850
|
)
|
56,575
|
|
—
|
|
56,575
|
|
Slovenia
|
18,920
|
|
—
|
|
18,920
|
|
—
|
|
—
|
|
(599
|
)
|
18,321
|
|
—
|
|
18,321
|
|
Media Pro
Entertainment segment:
|
|
|
|
|
|
|
|
|
|
|||||||||
Fiction and reality and entertainment
|
19,311
|
|
—
|
|
19,311
|
|
(1,029
|
)
|
—
|
|
(780
|
)
|
17,502
|
|
—
|
|
17,502
|
|
Production services
|
10,311
|
|
—
|
|
10,311
|
|
1,029
|
|
(11,028
|
)
|
(312
|
)
|
—
|
|
(11,028
|
)
|
11,028
|
|
Distribution
|
18,183
|
|
—
|
|
18,183
|
|
1,477
|
|
—
|
|
(996
|
)
|
18,664
|
|
—
|
|
18,664
|
|
Total
|
1,295,800
|
|
(74,498
|
)
|
1,221,302
|
|
2,184
|
|
(64,444
|
)
|
(63,849
|
)
|
1,095,193
|
|
(138,942
|
)
|
1,234,135
|
|
|
Gross Balance, December 31, 2011
|
Accumulated Impairment Losses
|
Balance, December 31, 2011
|
Additions/
Adjustments
|
Impairment Charge
|
Foreign Currency
|
Balance, December 31, 2012
|
Accumulated Impairment Losses
|
Gross Balance, December 31, 2012
|
||||||||||||||||||
Broadcast segment:
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Bulgaria
|
$
|
176,394
|
|
$
|
(117,460
|
)
|
$
|
58,934
|
|
$
|
—
|
|
$
|
(10,366
|
)
|
$
|
1,079
|
|
$
|
49,647
|
|
$
|
(127,826
|
)
|
$
|
177,473
|
|
Croatia
|
11,116
|
|
(10,454
|
)
|
662
|
|
—
|
|
—
|
|
11
|
|
673
|
|
(10,454
|
)
|
11,127
|
|
|||||||||
Czech Republic
|
862,457
|
|
—
|
|
862,457
|
|
—
|
|
(287,545
|
)
|
37,098
|
|
612,010
|
|
(287,545
|
)
|
899,555
|
|
|||||||||
Romania
|
62,078
|
|
—
|
|
62,078
|
|
—
|
|
—
|
|
(370
|
)
|
61,708
|
|
—
|
|
61,708
|
|
|||||||||
Slovak Republic
|
56,575
|
|
—
|
|
56,575
|
|
—
|
|
—
|
|
1,118
|
|
57,693
|
|
—
|
|
57,693
|
|
|||||||||
Slovenia
|
18,321
|
|
—
|
|
18,321
|
|
—
|
|
—
|
|
361
|
|
18,682
|
|
—
|
|
18,682
|
|
|||||||||
Media Pro
Entertainment segment:
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Fiction and reality and entertainment
|
17,502
|
|
—
|
|
17,502
|
|
—
|
|
—
|
|
(18
|
)
|
17,484
|
|
—
|
|
17,484
|
|
|||||||||
Production services
|
11,028
|
|
(11,028
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(11,028
|
)
|
11,028
|
|
|||||||||
Distribution
|
18,664
|
|
—
|
|
18,664
|
|
—
|
|
—
|
|
(23
|
)
|
18,641
|
|
—
|
|
18,641
|
|
|||||||||
Total
|
$
|
1,234,135
|
|
$
|
(138,942
|
)
|
$
|
1,095,193
|
|
$
|
—
|
|
$
|
(297,911
|
)
|
$
|
39,256
|
|
$
|
836,538
|
|
$
|
(436,853
|
)
|
$
|
1,273,391
|
|
|
Indefinite-Lived Broadcast Licenses
|
|
|
Amortized Broadcast Licenses
|
|
|
Trademarks
|
|
|
Customer Relationships
|
|
|
Other
|
|
|
Total
|
|
||||||
Balance, December 31, 2010
|
$
|
53,836
|
|
|
$
|
309,545
|
|
|
$
|
141,672
|
|
|
$
|
85,796
|
|
|
$
|
4,792
|
|
|
$
|
595,641
|
|
Additions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,034
|
|
|
2,034
|
|
||||||
Impairment
|
—
|
|
|
—
|
|
|
(4,304
|
)
|
|
—
|
|
|
—
|
|
|
(4,304
|
)
|
||||||
Amortization
|
—
|
|
|
(18,759
|
)
|
|
(5,692
|
)
|
|
(9,200
|
)
|
|
(1,230
|
)
|
|
(34,881
|
)
|
||||||
Foreign currency movements
|
(2,036
|
)
|
|
(10,576
|
)
|
|
(5,031
|
)
|
|
(2,250
|
)
|
|
(402
|
)
|
|
(20,295
|
)
|
||||||
Balance, December 31, 2011
|
$
|
51,800
|
|
|
$
|
280,210
|
|
|
$
|
126,645
|
|
|
$
|
74,346
|
|
|
$
|
5,194
|
|
|
$
|
538,195
|
|
Reclassifications
|
(51,800
|
)
|
|
51,800
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Additions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30
|
|
|
30
|
|
||||||
Impairment
|
—
|
|
|
(180,630
|
)
|
|
(7,171
|
)
|
|
(28,066
|
)
|
|
—
|
|
|
(215,867
|
)
|
||||||
Amortization
|
—
|
|
|
(37,325
|
)
|
|
—
|
|
|
(8,192
|
)
|
|
(1,110
|
)
|
|
(46,627
|
)
|
||||||
Foreign currency movements
|
—
|
|
|
5,515
|
|
|
2,287
|
|
|
1,006
|
|
|
402
|
|
|
9,210
|
|
||||||
Balance, December 31, 2012
|
$
|
—
|
|
|
$
|
119,570
|
|
|
$
|
121,761
|
|
|
$
|
39,094
|
|
|
$
|
4,516
|
|
|
$
|
284,941
|
|
|
December 31, 2012
|
|
|
December 31, 2011
|
|
||
Gross value
|
$
|
357,183
|
|
|
$
|
514,641
|
|
Accumulated amortization
|
(194,003
|
)
|
|
(154,891
|
)
|
||
Net book value of amortized intangible assets
|
163,180
|
|
|
359,750
|
|
||
Indefinite-lived broadcast licenses and trademarks
|
121,761
|
|
|
178,445
|
|
||
Total broadcast licenses and other intangible assets, net
|
$
|
284,941
|
|
|
$
|
538,195
|
|
2013
|
$
|
18,960
|
|
2014
|
18,724
|
|
|
2015
|
18,486
|
|
|
2016
|
17,487
|
|
|
2017
|
17,287
|
|
•
|
under-performance of operating segments or changes in projected results;
|
•
|
changes in the manner of utilization of an asset;
|
•
|
severe and sustained declines in the trading price of shares of our Class A common stock that are not attributable to factors other than the underlying value of our assets;
|
•
|
negative market conditions or economic trends; and
|
•
|
specific events, such as new legislation, new market entrants, changes in technology or adverse legal judgments that we believe could have a negative impact on our business.
|
Measurement
|
|
Valuation Method
|
Recoverability of carrying amount
|
|
Undiscounted future cash flows (Level 3 inputs*)
|
Fair value of broadcast licenses
|
|
Build-out method (Level 3 inputs*)
|
Fair value of indefinite-lived trademarks
|
|
Relief from royalty method (Level 3 inputs*)
|
Fair value of reporting units
|
|
Discounted cash flow model (Level 3 inputs*)
|
•
|
Cost of capital: The cost of capital reflects the return a hypothetical market participant would require for a long-term investment in an asset and can be viewed as a proxy for the risk of that asset. We calculate the cost of capital according to the Capital Asset Pricing Model using a number of assumptions, the most significant of which is a Country Risk Premium (“CRP”). The CRP reflects the excess risk to an investor of investing in markets other than the United States and generally fluctuates with expectations of changes in a country's macro-economic environment. The costs of capital that we have applied to cash flows in all reporting units at the end of 2012 were lower than those we had used in our annual impairment review at the end of 2011, which was driven primarily by a reduction in the CRP.
|
•
|
Total advertising market: The size of the television advertising market effectively places an upper limit on the advertising revenue we can expect to earn in each country. Our estimate of the total advertising market is developed from a number of external sources, in combination with a process of on-going consultation with local management. In our annual impairment review performed in the fourth quarter, we decreased our short- and medium-term view of the size of the television advertising markets based on current market views regarding growth rates in the coming periods before markets recover in the long-term.
|
•
|
Market share: This is a function of the audience share we expect our stations to generate, and the relative price at which we can sell advertising. Our estimate of the total advertising market is developed from a number of external sources, in combination with a process of on-going consultation with local management.
|
•
|
Forecast OIBDA: The level of cash flow generated by each operation is ultimately governed by the extent to which we manage the relationship between revenues and costs. We forecast the level of operating costs by reference to (a) the historical absolute and relative levels of costs we have incurred in generating revenue in each reporting unit, (b) the operating strategy of each business and (c) specific forecast costs to be incurred. Our annual impairment review includes assumptions to reflect further cost control we intend to execute.
|
•
|
Forecast capital expenditure: The size and phasing of capital expenditure, both recurring expenditure to replace retired assets and investments in new projects, has a significant impact on cash flows. We forecast the level of future capital expenditure based on current strategies and specific forecast costs to be incurred. In line with our ongoing efforts to protect our operating margins, the absolute levels of capital expenditure forecast remained broadly constant with the prior year impairment reviews.
|
•
|
Growth rate into perpetuity: This reflects the level of economic growth in each of our markets from the last forecasted period into perpetuity and is the sum of an estimated real growth rate, which reflects our belief that macro-economic growth in our markets will eventually converge to Western European markets, and long term expectations for inflation. Our estimates of these rates are based on observable market data and have not changed since the end of 2011.
|
|
Long-lived assets
|
|
Trademark
|
|
Customer relationship
|
|
Broadcast license
|
|
Goodwill
|
|
Total
|
|
||||||
Broadcast - Bulgaria
|
$
|
—
|
|
$
|
7,171
|
|
$
|
—
|
|
$
|
147,822
|
|
$
|
10,366
|
|
$
|
165,359
|
|
Broadcast - Czech Republic
|
6,846
|
|
—
|
|
—
|
|
—
|
|
287,545
|
|
294,391
|
|
||||||
Broadcast - Romania
|
—
|
|
—
|
|
—
|
|
26,907
|
|
—
|
|
26,907
|
|
||||||
Broadcast - Slovak Republic
|
1,866
|
|
—
|
|
28,066
|
|
5,901
|
|
—
|
|
35,833
|
|
||||||
Total
|
$
|
8,712
|
|
$
|
7,171
|
|
$
|
28,066
|
|
$
|
180,630
|
|
$
|
297,911
|
|
$
|
522,490
|
|
|
Trademark
|
|
Goodwill
|
|
Total
|
|
|||
MPE - Production Services
|
$
|
—
|
|
$
|
11,028
|
|
$
|
11,028
|
|
Broadcast - Bulgaria
|
4,304
|
|
53,416
|
|
57,720
|
|
|||
Total
|
$
|
4,304
|
|
$
|
64,444
|
|
$
|
68,748
|
|
|
December 31, 2012
|
|
|
December 31, 2011
|
|
||
Senior debt
|
$
|
1,213,423
|
|
|
$
|
1,243,207
|
|
Total credit facilities and capital leases
|
7,368
|
|
|
81,162
|
|
||
Total long-term debt and other financing arrangements
|
1,220,791
|
|
|
1,324,369
|
|
||
Less current maturities
|
(21,918
|
)
|
|
(1,058
|
)
|
||
Total non-current long-term debt and other financing arrangements
|
$
|
1,198,873
|
|
|
$
|
1,323,311
|
|
|
Carrying Amount
|
|
Fair Value
|
||||||||||||
|
December 31,
2012 |
|
|
December 31,
2011 |
|
|
December 31,
2012 |
|
|
December 31,
2011 |
|
||||
USD 20.6 million 2013 Convertible Notes
|
$
|
20,442
|
|
|
$
|
121,230
|
|
|
$
|
20,552
|
|
|
$
|
117,926
|
|
EUR nil 2014 Floating Rate Notes
|
—
|
|
|
191,497
|
|
|
—
|
|
|
141,708
|
|
||||
USD 261.0 million 2015 Convertible Notes
|
231,812
|
|
|
223,341
|
|
|
238,052
|
|
|
163,276
|
|
||||
EUR 478.6 million 2016 Fixed Rate Notes
|
637,408
|
|
|
487,176
|
|
|
666,385
|
|
|
373,215
|
|
||||
EUR 240.0 million 2017 Fixed Rate Notes
|
323,761
|
|
|
219,963
|
|
|
346,200
|
|
|
206,765
|
|
||||
|
$
|
1,213,423
|
|
|
$
|
1,243,207
|
|
|
$
|
1,271,189
|
|
|
$
|
1,002,890
|
|
|
December 31, 2012
|
|
|
Carrying amount of senior debt
|
$
|
1,213,423
|
|
In-substance defeasance of 2013 Convertible Notes
|
(20,442
|
)
|
|
Carrying amount of remaining senior debt outstanding
|
$
|
1,192,981
|
|
Tender offer
|
2013 Convertible Notes
|
|
2014 Floating Rate Notes
|
|
Total
|
|
|||
(Loss) / gain on extinguishment
|
$
|
(3,763
|
)
|
$
|
3,565
|
|
$
|
(198
|
)
|
Unamortized debt costs included in (loss) / gain on extinguishment
|
370
|
|
527
|
|
897
|
|
|||
Adjustment to additional paid-in capital
|
$
|
868
|
|
$
|
—
|
|
$
|
868
|
|
|
Principal Amount of Liability Component
|
|
|
Unamortized Discount
|
|
|
Net Carrying Amount
|
|
|
Equity Component
|
|
||||
BALANCE December 31, 2011
|
$
|
129,660
|
|
|
$
|
(8,430
|
)
|
|
$
|
121,230
|
|
|
$
|
102,369
|
|
Extinguishment of debt
|
(109,013
|
)
|
|
4,537
|
|
|
(104,476
|
)
|
|
(868
|
)
|
||||
Amortization of debt issuance discount
|
—
|
|
|
3,688
|
|
|
3,688
|
|
|
—
|
|
||||
BALANCE December 31, 2012
|
$
|
20,647
|
|
|
$
|
(205
|
)
|
|
$
|
20,442
|
|
|
$
|
101,501
|
|
|
Principal Amount of Liability Component
|
|
|
Unamortized Discount
|
|
|
Net Carrying Amount
|
|
|
Equity Component
|
|
||||
BALANCE December 31, 2011
|
$
|
261,034
|
|
|
$
|
(37,693
|
)
|
|
$
|
223,341
|
|
|
$
|
11,907
|
|
Amortization of debt issuance discount
|
—
|
|
|
8,471
|
|
|
8,471
|
|
|
—
|
|
||||
BALANCE December 31, 2012
|
$
|
261,034
|
|
|
$
|
(29,222
|
)
|
|
$
|
231,812
|
|
|
$
|
11,907
|
|
From
|
Fixed Rate Notes
Redemption Price
|
|
|
|
|
September 15, 2013 to September 14, 2014
|
105.813
|
%
|
September 15, 2014 to September 14, 2015
|
102.906
|
%
|
September 15, 2015 and thereafter
|
100.000
|
%
|
From
|
Fixed Rate Notes
Redemption Price
|
|
|
|
|
November 1, 2014 to October 31, 2015
|
104.50
|
%
|
November 1, 2015 to October 31, 2016
|
102.25
|
%
|
November 1, 2016 and thereafter
|
100.00
|
%
|
|
|
|
December 31, 2012
|
|
|
December 31, 2011
|
|
||
Credit facilities
|
(a) – (e)
|
|
$
|
3,282
|
|
|
$
|
77,464
|
|
Capital leases
|
|
|
4,086
|
|
|
3,698
|
|
||
Total credit facilities and capital leases
|
|
|
7,368
|
|
|
81,162
|
|
||
Less current maturities
|
|
|
(1,476
|
)
|
|
(1,058
|
)
|
||
Total non-current credit facilities and capital leases
|
|
|
$
|
5,892
|
|
|
$
|
80,104
|
|
2013
|
$
|
649
|
|
2014
|
201
|
|
|
2015
|
261,281
|
|
|
2016
|
631,465
|
|
|
2017
|
316,658
|
|
|
2018 and thereafter
|
3,143
|
|
|
Total senior debt and credit facilities
|
1,213,397
|
|
|
In-substance defeasance of 2013 Convertible Notes
|
20,647
|
|
|
Net discount
|
(17,339
|
)
|
|
Carrying amount of senior debt and credit facilities
|
$
|
1,216,705
|
|
2013
|
$
|
1,215
|
|
2014
|
867
|
|
|
2015
|
722
|
|
|
2016
|
485
|
|
|
2017
|
373
|
|
|
2018 and thereafter
|
820
|
|
|
Total undiscounted payments
|
4,482
|
|
|
Less: amount representing interest
|
(396
|
)
|
|
Present value of net minimum lease payments
|
$
|
4,086
|
|
|
December 31, 2012
|
|
|
December 31, 2011
|
|
||
Program rights:
|
|
|
|
||||
Acquired program rights, net of amortization
|
$
|
295,051
|
|
|
$
|
266,884
|
|
Less: current portion of acquired program rights
|
(120,023
|
)
|
|
(101,741
|
)
|
||
Total non-current acquired program rights
|
175,028
|
|
|
165,143
|
|
||
Produced program rights – Feature Films:
|
|
|
|
|
|||
Released, net of amortization
|
4,601
|
|
|
3,197
|
|
||
Completed and not released
|
1,405
|
|
|
776
|
|
||
In production
|
2,297
|
|
|
708
|
|
||
Development and pre-production
|
552
|
|
|
279
|
|
||
Produced program rights – Television Programs:
|
|
|
|
|
|
||
Released, net of amortization
|
80,830
|
|
|
70,383
|
|
||
Completed and not released
|
23,158
|
|
|
9,136
|
|
||
In production
|
11,294
|
|
|
12,457
|
|
||
Development and pre-production
|
4,543
|
|
|
4,138
|
|
||
Total produced program rights
|
128,680
|
|
|
101,074
|
|
||
Total non-current acquired program rights and produced program rights
|
$
|
303,708
|
|
|
$
|
266,217
|
|
|
December 31, 2012
|
|
|
December 31, 2011
|
|
||
Unrelated customers
|
$
|
199,494
|
|
|
$
|
204,747
|
|
Less: allowance for bad debts and credit notes
|
(16,784
|
)
|
|
(13,555
|
)
|
||
Related parties
|
1,919
|
|
|
1,020
|
|
||
Less: allowance for bad debts and credit notes
|
(135
|
)
|
|
(55
|
)
|
||
Total accounts receivable
|
$
|
184,494
|
|
|
$
|
192,157
|
|
|
December 31, 2012
|
|
|
December 31, 2011
|
|
||
Current:
|
|
|
|
||||
Prepaid acquired programming
|
$
|
21,122
|
|
|
$
|
23,479
|
|
Other prepaid expenses
|
7,998
|
|
|
9,422
|
|
||
Deferred tax
|
2,204
|
|
|
3,893
|
|
||
Capitalized debt costs
|
4,741
|
|
|
5,023
|
|
||
VAT recoverable
|
4,366
|
|
|
6,857
|
|
||
Inventory
|
6,194
|
|
|
5,226
|
|
||
Income taxes recoverable
|
1,428
|
|
|
2,632
|
|
||
Restricted cash
|
23,350
|
|
|
381
|
|
||
Other
|
2,238
|
|
|
1,092
|
|
||
Total other current assets
|
$
|
73,641
|
|
|
$
|
58,005
|
|
|
|
|
|
||||
|
December 31, 2012
|
|
|
December 31, 2011
|
|
||
Non-current:
|
|
|
|
|
|
||
Capitalized debt costs
|
$
|
16,887
|
|
|
$
|
19,350
|
|
Deferred tax
|
5,539
|
|
|
4,232
|
|
||
Other
|
1,845
|
|
|
2,926
|
|
||
Total other non-current assets
|
$
|
24,271
|
|
|
$
|
26,508
|
|
|
December 31, 2012
|
|
|
December 31, 2011
|
|
||
Land and buildings
|
$
|
164,395
|
|
|
$
|
160,183
|
|
Machinery, fixtures and equipment
|
215,776
|
|
|
197,047
|
|
||
Other equipment
|
38,091
|
|
|
31,970
|
|
||
Software licenses
|
49,466
|
|
|
39,993
|
|
||
Construction in progress
|
14,954
|
|
|
17,894
|
|
||
Total cost
|
482,682
|
|
|
447,087
|
|
||
Less: Accumulated depreciation
|
(275,976
|
)
|
|
(229,720
|
)
|
||
Total net book value
|
$
|
206,706
|
|
|
$
|
217,367
|
|
|
|
|
|
||||
Assets held under capital leases (included in the above)
|
|
|
|
|
|
||
Land and buildings
|
$
|
6,042
|
|
|
$
|
4,508
|
|
Machinery, fixtures and equipment
|
3,792
|
|
|
3,146
|
|
||
Total cost
|
9,834
|
|
|
7,654
|
|
||
Less: Accumulated depreciation
|
(3,077
|
)
|
|
(2,720
|
)
|
||
Net book value
|
$
|
6,757
|
|
|
$
|
4,934
|
|
|
For The Years Ending December 31,
|
||||||
|
2012
|
|
|
2011
|
|
||
Opening balance
|
$
|
217,367
|
|
|
$
|
250,902
|
|
Cash additions
|
32,732
|
|
|
34,192
|
|
||
Disposals
|
(25
|
)
|
|
(1,658
|
)
|
||
Impairment
|
(8,712
|
)
|
|
—
|
|
||
Depreciation
|
(44,498
|
)
|
|
(56,581
|
)
|
||
Foreign currency movements
|
3,277
|
|
|
(6,007
|
)
|
||
Other movements
|
6,565
|
|
|
(3,481
|
)
|
||
Ending balance
|
$
|
206,706
|
|
|
$
|
217,367
|
|
|
December 31, 2012
|
|
|
December 31, 2011
|
|
||
Accounts payable
|
$
|
55,422
|
|
|
$
|
47,676
|
|
Related party accounts payable
|
827
|
|
|
1,955
|
|
||
Programming liabilities
|
56,560
|
|
|
32,532
|
|
||
Related party programming liabilities
|
52,863
|
|
|
68,573
|
|
||
Duties and other taxes payable
|
11,912
|
|
|
13,462
|
|
||
Accrued staff costs
|
16,506
|
|
|
24,532
|
|
||
Accrued interest payable
|
28,255
|
|
|
24,108
|
|
||
Income taxes payable
|
5,089
|
|
|
1,379
|
|
||
Accrued services and other supplies
|
18,283
|
|
|
9,061
|
|
||
Accrued legal contingencies and professional fees
|
4,807
|
|
|
3,409
|
|
||
Authors’ rights
|
3,391
|
|
|
6,367
|
|
||
Other accrued liabilities
|
1,766
|
|
|
6,994
|
|
||
Total accounts payable and accrued liabilities
|
$
|
255,681
|
|
|
$
|
240,048
|
|
|
December 31, 2012
|
|
|
December 31, 2011
|
|
||
Current:
|
|
|
|
||||
Deferred revenue
|
$
|
11,862
|
|
|
$
|
10,977
|
|
Deferred tax
|
1,366
|
|
|
1,094
|
|
||
Derivative liabilities
|
144
|
|
|
2,375
|
|
||
Other
|
393
|
|
|
23
|
|
||
Total other current liabilities
|
$
|
13,765
|
|
|
$
|
14,469
|
|
|
|
|
|
||||
|
December 31, 2012
|
|
|
December 31, 2011
|
|
||
Non-current:
|
|
|
|
|
|
||
Deferred tax
|
$
|
52,068
|
|
|
$
|
74,672
|
|
Related party programming liabilities
|
761
|
|
|
9,363
|
|
||
Derivative liabilities
|
—
|
|
|
694
|
|
||
Other
|
382
|
|
|
212
|
|
||
Total other non-current liabilities
|
$
|
53,211
|
|
|
$
|
84,941
|
|
Level 1
|
Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted instruments.
|
Level 2
|
Quoted prices in markets that are not considered to be active or financial instruments for which all significant inputs are observable, either directly or indirectly.
|
Level 3
|
Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.
|
|
For The Years Ending December 31,
|
||||||||||
|
2012
|
|
|
2011
|
|
|
2010
|
|
|||
Share subscription agreement
|
$
|
22,836
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Company option
|
24,953
|
|
|
—
|
|
|
—
|
|
|||
Interest rate swap
|
573
|
|
|
323
|
|
|
(1,041
|
)
|
|||
Currency swap
|
665
|
|
|
6,778
|
|
|
(585
|
)
|
|||
Call option
|
—
|
|
|
180
|
|
|
2,790
|
|
|||
Change in fair value of derivatives
|
$
|
49,027
|
|
|
$
|
7,281
|
|
|
$
|
1,164
|
|
|
For The Years Ending December 31,
|
||||||||||
|
2012
|
|
|
2011
|
|
|
2010
|
|
|||
Income tax (credit) / expense from continuing operations
|
$
|
(14,139
|
)
|
|
$
|
3,850
|
|
|
$
|
5,025
|
|
Income tax expense from discontinued operations
|
—
|
|
|
—
|
|
|
30
|
|
|||
Total tax (credit) / expense
|
$
|
(14,139
|
)
|
|
$
|
3,850
|
|
|
$
|
5,055
|
|
|
For The Years Ending December 31,
|
||||||||||
|
2012
|
|
|
2011
|
|
|
2010
|
|
|||
Current income tax expense:
|
|
|
|
|
|
||||||
Domestic
|
$
|
757
|
|
|
$
|
321
|
|
|
$
|
549
|
|
Foreign
|
8,842
|
|
|
10,377
|
|
|
12,310
|
|
|||
|
9,599
|
|
|
10,698
|
|
|
12,859
|
|
|||
Deferred tax benefit:
|
|
|
|
|
|
||||||
Domestic
|
1,963
|
|
|
(5
|
)
|
|
—
|
|
|||
Foreign
|
(25,701
|
)
|
|
(6,843
|
)
|
|
(7,834
|
)
|
|||
|
(23,738
|
)
|
|
(6,848
|
)
|
|
(7,834
|
)
|
|||
|
|
|
|
|
|
||||||
Provision for income taxes
|
$
|
(14,139
|
)
|
|
$
|
3,850
|
|
|
$
|
5,025
|
|
|
For The Years Ending December 31,
|
||||||||||
|
2012
|
|
|
2011
|
|
|
2010
|
|
|||
Income taxes at Netherlands rates (2012 and 2011 - 25%, 2010 - 25.5%)
|
$
|
(140,142
|
)
|
|
$
|
(43,927
|
)
|
|
$
|
(28,521
|
)
|
Jurisdictional differences in tax rates
|
30,436
|
|
|
22,092
|
|
|
416
|
|
|||
Tax effect of goodwill impairment
|
55,671
|
|
|
7,105
|
|
|
—
|
|
|||
Unrecognized tax benefits
|
11,089
|
|
|
4,490
|
|
|
2,444
|
|
|||
Losses expired
|
5,597
|
|
|
2,344
|
|
|
672
|
|
|||
Tax charge from internal restructuring
|
—
|
|
|
9,229
|
|
|
—
|
|
|||
Change in valuation allowance
|
16,049
|
|
|
2,637
|
|
|
30,427
|
|
|||
Other
|
7,161
|
|
|
(120
|
)
|
|
(413
|
)
|
|||
(Credit) / provision for income taxes
|
$
|
(14,139
|
)
|
|
$
|
3,850
|
|
|
$
|
5,025
|
|
|
December 31, 2012
|
|
|
December 31, 2011
|
|
||
Assets:
|
|
|
|
||||
Tax benefit of loss carry-forwards and other tax credits
|
$
|
108,842
|
|
|
$
|
96,691
|
|
Programming rights
|
3,618
|
|
|
8,161
|
|
||
Property, plant and equipment
|
7,488
|
|
|
2,557
|
|
||
Accrued expenses
|
4,814
|
|
|
5,485
|
|
||
Other
|
5,820
|
|
|
11,038
|
|
||
Gross deferred tax assets
|
130,582
|
|
|
123,932
|
|
||
Valuation allowance
|
(108,971
|
)
|
|
(92,738
|
)
|
||
Net deferred tax assets
|
21,611
|
|
|
31,194
|
|
||
|
|
|
|
||||
Liabilities:
|
|
|
|
||||
Broadcast licenses, trademarks and customer relationships
|
$
|
(41,435
|
)
|
|
$
|
(71,459
|
)
|
Property, plant and equipment
|
(3,618
|
)
|
|
(8,571
|
)
|
||
Programming rights
|
(15,435
|
)
|
|
(10,370
|
)
|
||
Temporary difference due to timing
|
(6,814
|
)
|
|
(8,435
|
)
|
||
Total deferred tax liabilities
|
(67,302
|
)
|
|
(98,835
|
)
|
||
Net deferred income tax liability
|
$
|
(45,691
|
)
|
|
$
|
(67,641
|
)
|
|
December 31, 2012
|
|
|
December 31, 2011
|
|
||
Net current deferred tax assets
|
$
|
2,204
|
|
|
$
|
3,893
|
|
Net non-current deferred tax assets
|
5,539
|
|
|
4,232
|
|
||
|
7,743
|
|
|
8,125
|
|
||
|
|
|
|
||||
Net current deferred tax liabilities
|
(1,366
|
)
|
|
(1,094
|
)
|
||
Net non-current deferred tax liabilities
|
(52,068
|
)
|
|
(74,672
|
)
|
||
|
(53,434
|
)
|
|
(75,766
|
)
|
||
|
|
|
|
||||
Net deferred income tax liability
|
$
|
(45,691
|
)
|
|
$
|
(67,641
|
)
|
Balance at December 31, 2011
|
$
|
92,738
|
|
Created during the period
|
25,622
|
|
|
Utilized
|
(9,573
|
)
|
|
Foreign exchange
|
184
|
|
|
Balance at December 31,2012
|
$
|
108,971
|
|
Year:
|
2013
|
|
|
2014
|
|
|
2015
|
|
|
2016
|
|
|
2017-28
|
|
|
Indefinite
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Austria
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9,341
|
|
Bulgaria
|
19
|
|
|
65
|
|
|
217
|
|
|
1,446
|
|
|
9,200
|
|
|
—
|
|
||||||
Croatia
|
13,260
|
|
|
11,370
|
|
|
7,636
|
|
|
3,448
|
|
|
1,426
|
|
|
—
|
|
||||||
Czech Republic
|
4
|
|
|
—
|
|
|
—
|
|
|
256
|
|
|
1,894
|
|
|
—
|
|
||||||
Hungary
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
215
|
|
||||||
Moldova
|
55
|
|
|
2
|
|
|
250
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
The Netherlands
|
5,411
|
|
|
10,743
|
|
|
3,940
|
|
|
8,472
|
|
|
255,455
|
|
|
—
|
|
||||||
Romania
|
8,046
|
|
|
—
|
|
|
—
|
|
|
3,144
|
|
|
118,928
|
|
|
—
|
|
||||||
Slovak Republic
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,252
|
|
|
—
|
|
||||||
Slovenia
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,460
|
|
||||||
United Kingdom
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,769
|
|
||||||
United States
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,131
|
|
|
—
|
|
||||||
Total
|
$
|
26,795
|
|
|
$
|
22,180
|
|
|
$
|
12,043
|
|
|
$
|
16,766
|
|
|
$
|
408,286
|
|
|
$
|
23,785
|
|
Balance at December 31, 2009
|
$
|
16,636
|
|
Increases for tax positions taken during a prior period
|
(428
|
)
|
|
Increases for tax positions taken during the current period
|
2,872
|
|
|
Settlements with tax authorities
|
(252
|
)
|
|
Other
|
(170
|
)
|
|
Balance at December 31, 2010
|
18,658
|
|
|
Increases for tax positions taken during a prior period
|
88
|
|
|
Increases for tax positions taken during the current period
|
4,402
|
|
|
Settlements with tax authorities
|
—
|
|
|
Other
|
(18
|
)
|
|
Balance at December 31, 2011
|
23,130
|
|
|
Increases for tax positions taken during a prior period
|
8,283
|
|
|
Increases for tax positions taken during the current period
|
2,850
|
|
|
Decreases resulting from the expiry of the statute of limitations
|
(44
|
)
|
|
Settlements with tax authorities
|
(34,107
|
)
|
|
Other
|
—
|
|
|
Balance at December 31, 2012
|
$
|
112
|
|
|
For The Years Ending December 31,
|
||||||||||
|
2012
|
|
|
2011
|
|
|
2010
|
|
|||
Interest on Senior Notes
|
$
|
87,859
|
|
|
$
|
89,747
|
|
|
$
|
75,783
|
|
Interest on Convertible Notes
|
15,364
|
|
|
18,034
|
|
|
16,378
|
|
|||
Interest on capital leases and other financing arrangements
|
4,447
|
|
|
4,167
|
|
|
9,040
|
|
|||
|
107,670
|
|
|
111,948
|
|
|
101,201
|
|
|||
|
|
|
|
|
|
||||||
Amortization of capitalized debt issuance costs
|
14,101
|
|
|
6,226
|
|
|
5,706
|
|
|||
Amortization of debt issuance discount and premium, net
|
5,999
|
|
|
17,379
|
|
|
21,299
|
|
|||
Loss on extinguishment of debt
|
198
|
|
|
25,904
|
|
|
5,299
|
|
|||
|
20,298
|
|
|
49,509
|
|
|
32,304
|
|
|||
Total interest expense
|
$
|
127,968
|
|
|
$
|
161,457
|
|
|
$
|
133,505
|
|
|
For The Years Ending December 31,
|
||||||||||
|
2012
|
|
|
2011
|
|
|
2010
|
|
|||
2013 Convertible Notes
|
$
|
3,763
|
|
|
$
|
23,516
|
|
|
$
|
724
|
|
2014 Floating Rate Notes
|
(3,565
|
)
|
|
—
|
|
|
(485
|
)
|
|||
2016 Fixed Rate Notes
|
—
|
|
|
2,388
|
|
|
1,509
|
|
|||
Credit Facilities
|
—
|
|
|
—
|
|
|
3,551
|
|
|||
Loss on extinguishment
|
$
|
198
|
|
|
$
|
25,904
|
|
|
$
|
5,299
|
|
|
For The Years Ending December 31,
|
||||||||||
|
2012
|
|
|
2011
|
|
|
2010
|
|
|||
Stock-based compensation charged
|
$
|
4,249
|
|
|
$
|
5,898
|
|
|
$
|
6,837
|
|
|
Shares
|
|
|
Weighted Average Exercise Price per Share
|
|
|
Weighted Average Remaining Contractual Term (years)
|
|
Aggregate Intrinsic Value
|
|
||
Outstanding at January 1, 2012
|
2,901,687
|
|
|
$
|
32.86
|
|
|
4.49
|
|
$
|
71
|
|
Exercised
|
(16,000
|
)
|
|
2.06
|
|
|
|
|
|
|||
Forfeited
|
(636,062
|
)
|
|
35.61
|
|
|
|
|
|
|||
Expired
|
(30,000
|
)
|
|
$
|
90.54
|
|
|
|
|
|
||
Outstanding at December 31, 2012
|
2,219,625
|
|
|
$
|
31.51
|
|
|
4.06
|
|
$
|
—
|
|
Vested or expected to vest
|
2,145,544
|
|
|
31.80
|
|
|
3.99
|
|
—
|
|
||
Exercisable at December 31, 2012
|
1,631,500
|
|
|
$
|
34.26
|
|
|
3.43
|
|
$
|
—
|
|
|
For The Years Ending December 31,
|
||||||
|
2011
|
|
|
2010
|
|
||
Risk -free interest rate
|
1.67
|
%
|
|
2.02
|
%
|
||
Expected term (years)
|
4.82
|
|
|
4.90
|
|
||
Expected volatility
|
57.90
|
%
|
|
57.26
|
%
|
||
Dividend yield
|
0
|
%
|
|
0
|
%
|
||
Weighted-average fair value
|
$
|
10.98
|
|
|
$
|
12.64
|
|
|
2012
|
|
2011
|
|
2010
|
||||||||||||||
|
Shares
|
|
|
Weighted Average Exercise Price (US$/share)
|
|
|
Shares
|
|
|
Weighted Average Exercise Price (US$/share)
|
|
|
Shares
|
|
|
Weighted Average Exercise Price (US$/share)
|
|
||
Outstanding at beginning of year
|
2,901,687
|
|
32.86
|
|
2,539,062
|
|
|
$
|
35.44
|
|
|
2,000,750
|
|
|
$
|
39.59
|
|
||
Awards granted
|
—
|
|
|
—
|
|
|
555,000
|
|
|
22.33
|
|
|
720,000
|
|
|
25.59
|
|
||
Awards exercised
|
(16,000)
|
|
2.06
|
|
(23,625
|
)
|
|
10.23
|
|
|
(32,313
|
)
|
|
18.31
|
|
||||
Awards forfeited
|
(636,062)
|
|
35.61
|
|
(168,750
|
)
|
|
40.17
|
|
|
(149,375
|
)
|
|
47.28
|
|
||||
Awards expired
|
(30,000)
|
|
90.54
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Outstanding at end of year
|
2,219,625
|
|
31.51
|
|
2,901,687
|
|
|
$
|
32.86
|
|
|
2,539,062
|
|
|
$
|
35.44
|
|
|
Options outstanding
|
|||||||||||
Range of exercise prices
|
Shares
|
|
|
Average remaining contractual life (years)
|
|
Aggregate intrinsic value (US$)
|
|
|
Weighted average exercise price (US$)
|
|
||
$ 0.01 - 20.00
|
322,000
|
|
|
1.87
|
|
$
|
—
|
|
|
$
|
16.77
|
|
$ 20.01 - 40.00
|
1,562,875
|
|
|
4.75
|
|
—
|
|
|
23.86
|
|
||
$ 40.01 - 60.00
|
123,250
|
|
|
2.97
|
|
—
|
|
|
53.08
|
|
||
$ 60.01 - 80.00
|
72,000
|
|
|
3.91
|
|
—
|
|
|
71.20
|
|
||
$ 80.01 - 100.00
|
—
|
|
|
0
|
|
—
|
|
|
—
|
|
||
$ 100.01 - 120.00
|
139,500
|
|
|
2.39
|
|
—
|
|
|
111.77
|
|
||
Total
|
2,219,625
|
|
|
4.06
|
|
$
|
—
|
|
|
$
|
31.51
|
|
|
Options exercisable
|
|||||||||||
Range of exercise prices
|
Shares
|
|
|
Average remaining contractual life (years)
|
|
Aggregate intrinsic value (US$)
|
|
|
Weighted average exercise price (US$)
|
|
||
$ 0.01 - 20.00
|
322,000
|
|
1.87
|
|
$
|
—
|
|
|
$
|
16.77
|
|
|
$ 20.01 - 40.00
|
974,750
|
|
4.12
|
|
—
|
|
|
23.84
|
|
|||
$ 40.01 - 60.00
|
123,250
|
|
2.97
|
|
—
|
|
|
53.08
|
|
|||
$ 60.01 - 80.00
|
72,000
|
|
3.91
|
|
—
|
|
|
71.20
|
|
|||
$ 80.01 - 100.00
|
—
|
|
|
0
|
|
—
|
|
|
—
|
|
||
$ 100.01 - 120.00
|
139,500
|
|
2.39
|
|
—
|
|
|
111.77
|
|
|||
Total
|
1,631,500
|
|
3.43
|
|
$
|
—
|
|
|
$
|
34.26
|
|
|
Number of
Shares/Units
|
|
|
Weighted-
Average
Grant Date
Fair Value
|
|
Unvested at December 31, 2011
|
—
|
|
|
—
|
|
Granted
|
600,000
|
|
|
5.61
|
|
Vested
|
—
|
|
|
—
|
|
Forfeited
|
(16,000
|
)
|
|
5.59
|
|
Unvested at December 31, 2012
|
584,000
|
|
|
5.61
|
|
|
For The Years Ending December 31,
|
||||||||||
|
2012
|
|
|
2011
|
|
|
2010
|
|
|||
Net loss from continuing operations attributable to CME Ltd.
|
$
|
(535,680
|
)
|
|
$
|
(174,611
|
)
|
|
$
|
(113,522
|
)
|
Net income from discontinued operations attributable to CME Ltd.
|
—
|
|
|
—
|
|
|
213,697
|
|
|||
Net (loss) / income attributable to CME Ltd.
|
$
|
(535,680
|
)
|
|
$
|
(174,611
|
)
|
|
$
|
100,175
|
|
|
|
|
|
|
|
||||||
Weighted average outstanding shares of common stock - basic
(1)
|
76,919
|
|
|
64,385
|
|
|
64,029
|
|
|||
Dilutive effect of employee stock options and RSUs
|
—
|
|
|
—
|
|
|
—
|
|
|||
Weighted average outstanding shares of common stock - diluted
|
76,919
|
|
|
64,385
|
|
|
64,029
|
|
|||
|
|
|
|
|
|
||||||
Net loss per share:
|
|
|
|
|
|
||||||
Basic
|
$
|
(6.96
|
)
|
|
$
|
(2.71
|
)
|
|
$
|
1.57
|
|
Diluted
|
$
|
(6.96
|
)
|
|
$
|
(2.71
|
)
|
|
$
|
1.57
|
|
|
For The Years Ending December 31,
|
||||||||||
Net revenues
|
2012
|
|
|
2011
|
|
|
2010
|
|
|||
Broadcast:
|
|
|
|
|
|
||||||
Bulgaria
|
$
|
83,027
|
|
|
$
|
93,732
|
|
|
$
|
61,753
|
|
Croatia
|
54,618
|
|
|
61,502
|
|
|
51,350
|
|
|||
Czech Republic
|
241,034
|
|
|
285,865
|
|
|
265,018
|
|
|||
Romania
|
134,029
|
|
|
159,387
|
|
|
157,416
|
|
|||
Slovak Republic
|
88,853
|
|
|
101,973
|
|
|
90,391
|
|
|||
Slovenia
|
63,794
|
|
|
72,519
|
|
|
64,799
|
|
|||
Total Broadcast
|
665,355
|
|
|
774,978
|
|
|
690,727
|
|
|||
Media Pro Entertainment
|
205,064
|
|
|
187,224
|
|
|
140,797
|
|
|||
New Media
|
18,690
|
|
|
15,764
|
|
|
11,193
|
|
|||
Intersegment revenues
(1)
|
(117,024
|
)
|
|
(113,184
|
)
|
|
(105,583
|
)
|
|||
Total net revenues
|
$
|
772,085
|
|
|
$
|
864,782
|
|
|
$
|
737,134
|
|
|
For The Years Ending December 31,
|
||||||||||
OIBDA
|
2012
|
|
|
2011
|
|
|
2010
|
|
|||
Broadcast:
|
|
|
|
|
|
||||||
Bulgaria
|
$
|
13,857
|
|
|
$
|
12,897
|
|
|
$
|
(2,071
|
)
|
Croatia
|
5,892
|
|
|
4,659
|
|
|
2,368
|
|
|||
Czech Republic
|
101,677
|
|
|
140,386
|
|
|
122,818
|
|
|||
Romania
|
10,156
|
|
|
25,939
|
|
|
25,997
|
|
|||
Slovak Republic
|
6,535
|
|
|
9,968
|
|
|
(1,001
|
)
|
|||
Slovenia
|
14,213
|
|
|
19,602
|
|
|
18,427
|
|
|||
Divisional operating costs
|
(4,601
|
)
|
|
(2,361
|
)
|
|
(2,123
|
)
|
|||
Total Broadcast
|
147,729
|
|
|
211,090
|
|
|
164,415
|
|
|||
Media Pro Entertainment
|
15,912
|
|
|
3,996
|
|
|
(3,005
|
)
|
|||
New Media
|
(4,225
|
)
|
|
(2,558
|
)
|
|
(6,542
|
)
|
|||
Central
|
(27,531
|
)
|
|
(41,851
|
)
|
|
(44,062
|
)
|
|||
Elimination
|
(6,463
|
)
|
|
(3,675
|
)
|
|
(3,483
|
)
|
|||
Total OIBDA
|
$
|
125,422
|
|
|
$
|
167,002
|
|
|
107,323
|
|
Reconciliation to consolidated statements of operations and comprehensive income:
|
For The Years Ending December 31,
|
||||||||||
|
2012
|
|
|
2011
|
|
|
2010
|
|
|||
Total OIBDA
|
$
|
125,422
|
|
|
$
|
167,002
|
|
|
$
|
107,323
|
|
Depreciation of property, plant and equipment
|
(44,498
|
)
|
|
(56,581
|
)
|
|
(58,062
|
)
|
|||
Amortization of intangible assets
|
(46,627
|
)
|
|
(34,881
|
)
|
|
(25,987
|
)
|
|||
Impairment charge
|
(522,490
|
)
|
|
(68,748
|
)
|
|
(397
|
)
|
|||
Operating (loss) / income
|
(488,193
|
)
|
|
6,792
|
|
|
22,877
|
|
|||
Interest expense, net
|
(127,189
|
)
|
|
(158,704
|
)
|
|
(131,267
|
)
|
|||
Foreign currency exchange gain / (loss), net
|
4,922
|
|
|
(31,124
|
)
|
|
(5,030
|
)
|
|||
Change in fair value of derivatives
|
49,027
|
|
|
7,281
|
|
|
1,164
|
|
|||
Other income
|
901
|
|
|
1
|
|
|
357
|
|
|||
Credit / (provision) for income taxes
|
14,139
|
|
|
(3,850
|
)
|
|
(5,025
|
)
|
|||
Net loss from continuing operations
|
$
|
(546,393
|
)
|
|
$
|
(179,604
|
)
|
|
$
|
(116,924
|
)
|
Total assets
(1)
:
|
December 31, 2012
|
|
December 31, 2011
|
|
||
|
|
|
||||
Broadcast
|
$
|
1,896,894
|
|
$
|
2,362,143
|
|
New Media
|
8,071
|
|
11,206
|
|
||
Media Pro Entertainment
|
225,850
|
|
221,601
|
|
||
Total Operating Segments
|
2,130,815
|
|
2,594,950
|
|
||
Corporate
|
103,982
|
|
100,115
|
|
||
Elimination
|
(60,082
|
)
|
(13,296
|
)
|
||
Total
|
$
|
2,174,715
|
|
$
|
2,681,769
|
|
Capital Expenditures:
|
For The Years Ending December 31,
|
|||||||
|
2012
|
|
|
2011
|
|
|
2010
|
|
Broadcast
|
22,599
|
|
|
23,663
|
|
|
32,353
|
|
New Media
|
2,794
|
|
|
1,433
|
|
|
2,404
|
|
Media Pro Entertainment
|
4,319
|
|
|
6,500
|
|
|
11,200
|
|
Total Operating Segments
|
29,712
|
|
|
31,596
|
|
|
45,957
|
|
Corporate
|
3,020
|
|
|
2,596
|
|
|
30
|
|
Total
|
32,732
|
|
|
34,192
|
|
|
45,987
|
|
Long-lived assets
(1)
:
|
December 31, 2012
|
|
December 31, 2011
|
|
||
|
|
|
||||
Bulgaria
|
$
|
13,796
|
|
$
|
13,830
|
|
Croatia
|
7,267
|
|
7,684
|
|
||
Czech Republic
|
51,673
|
|
54,759
|
|
||
Romania
|
84,505
|
|
90,270
|
|
||
Slovak Republic
|
21,315
|
|
25,608
|
|
||
Slovenia
|
23,146
|
|
23,115
|
|
||
|
201,702
|
|
215,266
|
|
||
Corporate
|
5,004
|
|
2,101
|
|
||
Total long-lived assets
|
$
|
206,706
|
|
$
|
217,367
|
|
Net revenues:
|
For The Years Ending December 31,
|
|||||||
|
2012
|
|
|
2011
|
|
|
2010
|
|
|
|
|
|
|
|
|||
Bulgaria
|
85,326
|
|
|
95,663
|
|
|
62,248
|
|
Croatia
|
59,299
|
|
|
63,674
|
|
|
52,970
|
|
Czech Republic
|
279,030
|
|
|
313,947
|
|
|
269,774
|
|
Romania
|
195,607
|
|
|
216,323
|
|
|
195,462
|
|
Slovak Republic
|
96,174
|
|
|
105,091
|
|
|
95,241
|
|
Slovenia
|
68,895
|
|
|
76,512
|
|
|
67,674
|
|
|
784,331
|
|
|
871,210
|
|
|
743,369
|
|
Eliminations
|
(12,246
|
)
|
|
(6,428
|
)
|
|
(6,235
|
)
|
Total net revenues
|
772,085
|
|
|
864,782
|
|
|
737,134
|
|
|
Programming purchase obligations
|
|
Digital transmission obligations
|
|
Operating leases
|
|
Capital expenditures
|
|
||||
2013
|
$
|
151,946
|
|
$
|
30,012
|
|
$
|
6,287
|
|
$
|
7,386
|
|
2014
|
101,302
|
|
17,414
|
|
4,331
|
|
1,384
|
|
||||
2015
|
57,422
|
|
17,369
|
|
2,382
|
|
92
|
|
||||
2016
|
33,769
|
|
11,420
|
|
1,955
|
|
—
|
|
||||
2017
|
10,582
|
|
11,420
|
|
1,955
|
|
—
|
|
||||
2018 and thereafter
|
1,804
|
|
43,571
|
|
11,134
|
|
—
|
|
||||
Total
|
$
|
356,825
|
|
$
|
131,206
|
|
$
|
28,044
|
|
$
|
8,862
|
|
|
For The Years Ending December 31,
|
||||||||||
|
2012
|
|
|
2011
|
|
|
2010
|
|
|||
Purchases of services
|
$
|
3,712
|
|
|
$
|
4,812
|
|
|
$
|
5,174
|
|
Sales
|
1,254
|
|
|
1,197
|
|
|
852
|
|
|
As at December 31,
|
||||||
|
2012
|
|
|
2011
|
|
||
Accounts payable
|
$
|
809
|
|
|
$
|
512
|
|
Accounts receivable
|
1,770
|
|
|
765
|
|
|
For The Years Ending December 31,
|
||||||||||
|
2012
|
|
|
2011
|
|
|
2010
|
|
|||
Purchases of programming
|
$
|
42,230
|
|
|
$
|
57,196
|
|
|
$
|
33,566
|
|
Sales
|
224
|
|
|
198
|
|
|
40
|
|
|
As at December 31,
|
||||||
|
2012
|
|
|
2011
|
|
||
Programming liabilities
|
$
|
52,863
|
|
|
$
|
78,016
|
|
Accounts receivable
|
119
|
|
|
159
|
|
|
For the Year Ended December 31, 2012
|
||||||||||||||
|
First Quarter (Unaudited)
|
|
Second Quarter (Unaudited)
|
|
Third Quarter (Unaudited)
|
|
Fourth Quarter (Unaudited)
|
||||||||
|
(US$ 000's, except per share data)
|
||||||||||||||
Consolidated Statements of Operations and Comprehensive Income Data:
|
|
|
|
|
|
|
|
||||||||
Net revenues
|
$
|
167,433
|
|
|
$
|
211,222
|
|
|
$
|
140,092
|
|
|
$
|
253,338
|
|
Cost of revenues
|
150,408
|
|
|
160,507
|
|
|
141,332
|
|
|
189,267
|
|
||||
Operating (loss) / income
|
(10,303
|
)
|
|
23,650
|
|
|
(18,401
|
)
|
|
(483,139
|
)
|
||||
Net (loss) / income
|
(13,813
|
)
|
|
3,141
|
|
|
(32,637
|
)
|
|
(503,084
|
)
|
||||
Net (loss) / income attributable to CME Ltd.
|
$
|
(13,392
|
)
|
|
$
|
3,956
|
|
|
$
|
(32,049
|
)
|
|
$
|
(494,195
|
)
|
|
|
|
|
|
|
|
|
||||||||
Net (loss) / income per share:
|
|
|
|
|
|
|
|
||||||||
Basic EPS
|
$
|
(0.21
|
)
|
|
$
|
0.06
|
|
|
$
|
(0.36
|
)
|
|
$
|
(5.59
|
)
|
Effect of dilutive securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Diluted EPS
|
$
|
(0.21
|
)
|
|
$
|
0.06
|
|
|
$
|
(0.36
|
)
|
|
$
|
(5.59
|
)
|
|
For the Year Ended December 31, 2011
|
||||||||||||||
|
First Quarter (Unaudited)
|
|
Second Quarter (Unaudited)
|
|
Third Quarter (Unaudited)
|
|
Fourth Quarter (Unaudited)
|
||||||||
|
(US$ 000's, except per share data)
|
||||||||||||||
Consolidated Statements of Operations and Comprehensive Income Data:
|
|
|
|
|
|
|
|
||||||||
Net revenues
|
$
|
172,772
|
|
|
$
|
249,656
|
|
|
$
|
165,472
|
|
|
$
|
276,882
|
|
Cost of revenues
|
150,730
|
|
|
179,568
|
|
|
150,560
|
|
|
188,797
|
|
||||
Operating (loss) / income
|
(7,665
|
)
|
|
39,473
|
|
|
(12,910
|
)
|
|
(12,106
|
)
|
||||
Net (loss) / income
|
(20,995
|
)
|
|
812
|
|
|
(82,196
|
)
|
|
(77,225
|
)
|
||||
Net (loss) / income attributable to CME Ltd.
|
$
|
(21,114
|
)
|
|
$
|
968
|
|
|
$
|
(82,074
|
)
|
|
$
|
(72,391
|
)
|
|
|
|
|
|
|
|
|
||||||||
Net (loss) / income per share:
|
|
|
|
|
|
|
|
||||||||
Basic EPS
|
$
|
(0.33
|
)
|
|
$
|
0.02
|
|
|
$
|
(1.27
|
)
|
|
$
|
(1.12
|
)
|
Effect of dilutive securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Diluted EPS
|
$
|
(0.33
|
)
|
|
$
|
0.02
|
|
|
$
|
(1.27
|
)
|
|
$
|
(1.12
|
)
|
Equity Compensation Plan Information
|
|||||
|
(a)
|
|
(b)
|
|
(c)
|
Plan Category
|
Number of Securities to be issued upon exercise of outstanding options, warrants and rights
|
|
Weighted average exercise price of outstanding options, warrants and rights
|
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
|
Equity compensation plans approved by security holders
|
2,219,625
|
(1)
|
31.51
|
|
2,128,044
|
Equity compensation plans not approved by security holders
|
—
|
|
—
|
|
—
|
Total
|
2,219,625
|
|
31.51
|
|
2,128,044
|
•
|
Report of Independent Registered Public Accounting Firm;
|
•
|
Consolidated Balance Sheets as of
December 31, 2012
and
2011
;
|
•
|
Consolidated Statements of Operations and Comprehensive Income for the years ended
December 31, 2012
,
2011
and
2010
;
|
•
|
Consolidated Statements of Equity for the years ended
December 31, 2012
,
2011
and
2010
;
|
•
|
Consolidated Statements of Cash Flows for the years ended
December 31, 2012
,
2011
and
2010
; and
|
•
|
Notes to Consolidated Financial Statements.
|
Exhibit Number
|
|
Description
|
|
|
|
3.01*
|
|
Memorandum of Association (incorporated by reference to Exhibit 3.01 to the Company's Registration Statement No. 3380344 on Form S-1 filed June 17, 1994).
|
|
|
|
3.02*
|
|
Memorandum of Increase of Share Capital (incorporated by reference Exhibit 3.03 to Amendment No. 1 to the Company's Registration Statement No. 33-80344 on Form S-1, filed August 19, 1994).
|
|
|
|
3.03*
|
|
Memorandum of Reduction of Share Capital (incorporated by reference to Exhibit 3.04 to Amendment No. 2 to the Company's Registration Statement No. 33-80344 on Form S-1, filed September 14, 1994).
|
|
|
|
3.04*
|
|
Certificate of Deposit of Memorandum of Increase of Share Capital executed by the Registrar of Companies on May 20, 1997 (incorporated by reference to Exhibit 3.1 to the Company's Quaterly Report on Form 10-Q for the quarterly period ended September 30, 1997).
|
|
|
|
3.05
|
|
Certificate of Deposit of Memorandum of Increase of Share Capital executed by the Registrar of Companies on July 11, 2012.
|
|
|
|
3.06*
|
|
Bye-Laws of Central European Media Enterprises Ltd., as amended and restated on June 13, 2012 (incorporated by reference to Exhibit 3.01 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012).
|
|
|
|
4.01*
|
|
Specimen Class A Common Stock Certificate (incorporated by reference to Exhibit 4.01 to Amendment No. 1 to the Company's Registration Statement No. 33-80344 on Form S-1, filed August 19, 1994).
|
|
|
|
4.02*
|
|
Indenture among Central European Media Enterprises Ltd., Central European Enterprises N.V., CME Media Enterprises B.V and The Bank of New York, dated March 10, 2008 (incorporated by reference to Exhibit 4.2 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2008).
|
|
|
|
4.03*
|
|
Indenture among Central European Media Enterprises Ltd. as Issuer, Central European Enterprises N.V. and CME Media Enterprises B.V. as Subsidiary Guarantors, The Bank of New York, acting through its London Branch, as Trustee, The Bank of New York, acting through its London Branch, as Principle Paying Agent and Transfer Agent, The Law Debenture Trust Corporation p.l.c as Security Trustee and The Bank of New York (Luxembourg) S.A. as Registrar, Luxembourg Transfer Agent and Luxembourg Paying Agent, dated September 17, 2009 (incorporated by reference to Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2009).
|
Exhibit Number
|
|
Description
|
|
|
|
4.04*
|
|
Warrant to Purchase Common Stock issued to Media Pro B.V., dated December 9, 2009 (incorporated by reference to Exhibit 4.07 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2009).
|
|
|
|
4.05*
|
|
Warrant to Purchase Common Stock issued to Media Pro Management S.A., dated December 9, 2009 (incorporated by reference to Exhibit 4.08 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2009).
|
|
|
|
4.06*
|
|
Registration Rights Agreement between the Company and Time Warner Holdings B.V., dated May 18, 2009 (incorporated by reference to Exhibit 4.11 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2009).
|
|
|
|
4.07*
|
|
Indenture among CET 21 spol. sro. as Issuer, Central European Media Enterprises Ltd., Central European Media Enterprises N.V., CME Media Enterprises B.V., CME Slovak Holdings B.V., CME Investments B.V. and MARKÍZA-SLOVAKIA, spol. s r.o. as Guarantors, Citibank, N.A., London Branch, as Trustee, Citibank, N.A., London Branch, as Paying Agent and Transfer Agent and Citigroup Global Markets Deutschland AG as Registrar, dated October 21, 2010
(incorporated by reference to Exhibit 4.10 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2010).
|
|
|
|
4.08*
|
|
Indenture among Central European Media Enterprises Ltd. as issuer, Central European Media Enterprises N.V. and CME Media Enterprises B.V. as guarantors, and Deutsche Bank Trust Company Americas as trustee, security agent, paying agent, conversion agent, transfer agent and registrar, dated February 18, 2011 (incorporated by reference to Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2011).
|
|
|
|
4.09*
|
|
Registration Rights Agreement, by and among Ronald S. Lauder, RSL Capital LLC and Central European Media Enterprises Ltd., dated as of April 30, 2012 (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on April 30, 2012).
|
|
|
|
4.10*
|
|
Supplemental Indenture among Central European Media Enterprises Ltd., Central European Media Enterprises N.V., CME Media Enterprises B.V. and The Bank of New York Mellon, dated May 29, 2012 (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on June 1, 2012).
|
|
|
|
4.11*
|
|
Certificate of Designation of the Series A Convertible Preferred Stock of Central European Media Enterprises Ltd., dated July 2, 2012 (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on July 3, 2012).
|
|
|
|
10.01*+
|
|
Employee Stock Option Form (incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2004).
|
|
|
|
10.02*
|
|
Subscription Agreement between Central European Media Enterprises Ltd. and Igor Kolomoisky, dated August 24, 2007 (incorporated by reference to Exhibit 4.02 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2007).
|
|
|
|
10.03*
|
|
Pledge Agreement among Central European Media Enterprises Ltd., Central European Media Enterprises N.V. and the Bank of New York, dated March 10, 2008 (incorporated by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2008).
|
|
|
|
10.04*
|
|
Deed of Pledge of Shares among Central European Media Enterprises N.V., CME Media Enterprises B.V. and The Bank of New York, dated March 10, 2008 (incorporated by reference to Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2008).
|
|
|
|
10.05*
|
|
Capped Call Transaction between Central European Media Enterprises Ltd., Deutsche Bank AG, London Branch and Deutsche Bank Securities Inc., dated March 4, 2008 (incorporated by reference to Exhibit 10.7 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2008).
|
|
|
|
10.06*
|
|
Capped Call Transaction between Central European Media Enterprises Ltd. and BNP Paribas, dated March 4, 2008 (incorporated by reference to Exhibit 10.8 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2008).
|
|
|
|
10.07*
|
|
Capped Call Transaction between the Company and Lehman Brothers OTC Derivatives Inc., dated March 4, 2008 (incorporated by reference to Exhibit 10.6 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2008).
|
|
|
|
10.08*
|
|
Subscription Agreement, by and between Central European Media Enterprises Ltd. and TW Media Holdings LLC, dated March 22, 2009 (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2009).
|
Exhibit Number
|
|
Description
|
|
|
|
10.09*
|
|
Indemnity Agreement, by and among Central European Media Enterprises Ltd., Ronald S. Lauder and RSL Savannah LLC, dated as of March 22, 2009 (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2009).
|
|
|
|
10.10*
|
|
First Amended and Restated Framework Agreement among Central European Media Enterprises Ltd., CME Ukraine Holding B.V., CME Cyprus Holding Limited, Alstrom Business Corp, Michalakis Tsitsekkos, Igor Kolomoisky and Ihor Surkis, dated July 22, 2009 (incorporated by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2009).
|
|
|
|
10.11*
|
|
Framework Agreement among CME Production B.V., CME Romania B.V., Media Pro Management S.A., Media Pro B.V. and Adrian Sarbu, dated July 27, 2009 (incorporated by reference to Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2009).
|
|
|
|
10.12*+
|
|
Contract of Employment between CME Media Services Limited and Adrian Sarbu, dated July 27, 2009 (incorporated by reference to Exhibit 10.6 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2009).
|
|
|
|
10.13*
|
|
Contract Assignment between CME Media Enterprises B.V, Central European Media Enterprises Ltd., The Bank of New York Mellon, acting through its London Branch and The Law Debenture Trust Corporation p.l.c., dated September 17, 2009 (incorporated by reference to Exhibit 10.11 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2009).
|
|
|
|
10.14*
|
|
Pledge Agreement among Central European Media Enterprises Ltd., Central European Media Enterprises N.V., The Bank of New York Mellon, acting through its London Branch and The Law Debenture Trust Corporation p.l.c., dated September 17, 2009 (incorporated by reference to Exhibit 10.13 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2009).
|
|
|
|
10.15*
|
|
Deed of Pledge of Shares among Central European Media Enterprises N.V., CME Media Enterprises B.V., The Bank of New York Mellon, acting through its London Branch and The Law Debenture Trust Corporation p.l.c., dated September 17, 2009 (incorporated by reference to Exhibit 10.14 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2009).
|
|
|
|
10.16*
|
|
Amendment to the Framework Agreement among CME Production B.V., CME Romania B.V., Media Pro Management S.A., Media Pro B.V. and Adrian Sarbu, dated December 9, 2009 (incorporated by reference to Exhibit 10.66 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2009).
|
|
|
|
10.17*
|
|
Subscription Agreement among Central European Media Enterprises Ltd., Media Pro Management S.A. and Media Pro B.V., dated December 9, 2009 (incorporated by reference to Exhibit 10.67 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2009).
|
|
|
|
10.18*
|
|
Share Purchase Agreement among Central European Media Enterprises Ltd., CME Cyprus Holding II Limited, Igor Kolomoisky and Harley Trading Limited, dated January 20, 2010 (incorporated by reference to Exhibit 10.68 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2009).
|
Exhibit Number
|
|
Description
|
|
|
|
10.19*
|
|
Termination Agreement among Central European Media Enterprises Ltd., CME Ukraine Holding B.V., CME Cyprus Holding Limited, Alstrom Business Corp, Michalakis Tsitsekkos, Igor Kolomoisky and Ihor Surkis, dated January 20, 2010 (incorporated by reference to Exhibit 10.69 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2009).
|
|
|
|
10.20*
|
|
Investor Rights Agreement among the Company, Ronald S. Lauder, RSL Savannah LLC, RSL Investment LLC, RSL Investments Corporation and Time Warner Media Holdings B.V., dated May 18, 2009 (incorporated by reference to Exhibit 10.71 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2009).
|
|
|
|
10.21*
|
|
Irrevocable Voting Deed and Corporate Representative Appointment among RSL Savannah LLC, Time Warner Media Holdings B.V. and the Company, dated May 18, 2009 (incorporated by reference to Exhibit 10.72 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2009).
|
|
|
|
10.22*+
|
|
Contract of Employment between CME Media Services Limited and Dave Sturgeon, dated June 19, 2009 (incorporated by reference to Exhibit 10.73 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2009).
|
|
|
|
10.23*
|
|
Deed relating to the Sale and Purchase of Certain Media Interests in Bulgaria by and among News Netherlands B.V., News Corporation, CME Media Enterprises B.V. and Central European Media Enterprises Ltd. dated February 18, 2010 (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2010).
|
|
|
|
10.24*+
|
|
Contract of Employment between CME Media Services Limited and David Sach, dated February 26, 2010 (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2010).
|
|
|
|
10.25*
|
|
Amended and Restated Sale and Purchase Agreement between CME Media Enterprises B.V., CME Development Financing B.V., Top Tone Media Holdings Limited and Krassimir Guergov, dated April 19, 2010 (incorporated by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2010).
|
|
|
|
10.26*
|
|
Investment Agreement between CME Media Enterprises B.V, and Top Tone Media Holdings Limited, dated April 22, 2010 (incorporated by reference to Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2010).
|
|
|
|
10.27*
|
|
Deed of Termination and Release between CME Media Enterprises B.V., Top Tone Media Holdings Limited and Krassimir Guergov, dated April 22, 2010 (incorporated by reference to Exhibit 10.6 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2010).
|
|
|
|
10.28*
|
|
Sale and Purchase Agreement in respect of Pro TV S.A., Media Pro International S.A. and Media Vision S.R.L. among CME Investments B.V., Central European Media Enterprises Ltd. and Adrian Sarbu, dated May 24, 2010 (incorporated by reference to Exhibit 10.8 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2010).
|
|
|
|
10.29*+
|
|
Amended and Restated Contract of Employment between CME Media Services Limited and Dave Sturgeon, dated July 27, 2010 (incorporated by reference to Exhibit 10.9 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2010).
|
Exhibit Number
|
|
Description
|
|
|
|
10.30*
|
|
Pledge Agreement among the Company, Central European Media Enterprises N.V. and BNP Paribas Trust Corporation UK Limited, dated October 21, 2010 (incorporated by reference to Exhibit 10.41 to the Company's Annual Report on Form 10-K for the fiscal period ended December 31, 2010).
|
|
|
|
10.31*
|
|
Deed of Pledge of Shares among Central European Media Enterprises N.V., CME Media Enterprises B.V. and BNP Paribas Trust Corporation UK Limited, dated October 21, 2010 (incorporated by reference to Exhibit 10.42 to the Company's Annual Report on Form 10-K for the fiscal period ended December 31, 2010).
|
|
|
|
10.32*
|
|
Deed of Amendment to the Intercreditor Agreement dated July 21, 2006, as amended, among the Company, Central European Media Enterprises N.V., CME Media Enterprises B.V., BNY Corporate Trustee Services Limited, The Bank of New York Mellon (formerly The Bank of New York), The Bank of New York Mellon (formerly The Bank of New York), The Bank of New York Mellon, acting through its London Branch, The Law Debenture Trust Corporation p.l.c., Citibank, N.A., London Branch, BNP Paribas Trust Corporation UK Limited and BNP Paribas S.A., dated October 21, 2010 (incorporated by reference to Exhibit 10.43 to the Company's Annual Report on Form 10-K for the fiscal period ended December 31, 2010).
|
|
|
|
10.33*
|
|
Intercreditor Agreement dated October 21, 2010 among the Company, CET 21 spol. s r.o., Central European Media Enterprises N.V., CME Media Enterprises B.V., CME Slovak Holdings B.V., MARKÍZA-SLOVAKIA, spol. s r.o., CME Investments B.V., BNP Paribas S.A., Citibank Europe plc, ING Bank N.V., JPMorgan Chase Bank, N.A., CSAS., BNP Paribas S.A. as agent, BNP Paribas Trust Corporation UK Limited as security agent and Citibank, N.A., London Branch, as notes trustee, dated October 21, 2010 (incorporated by reference to Exhibit 10.44 to the Company's Annual Report on Form 10-K for the fiscal period ended December 31, 2010).
|
|
|
|
10.34*+
|
|
Amended and Restated Contract of Employment between CME Media Services Limited and Anthony Chhoy, dated December 1, 2010 (incorporated by reference to Exhibit 10.45 to the Company's Annual Report on Form 10-K for the fiscal period ended December 31, 2010).
|
|
|
|
10.35*
|
|
Deed of Amendment to the Intercreditor Agreement between Central European Media Enterprises Ltd., Central European Media Enterprises N.V., CME Media Enterprises B.V., BNY Corporate Trustee Services Limited, The Bank of New York Mellon (formerly The Bank of New York), The Bank of New York Mellon (formerly The Bank of New York), The Bank of New York Mellon, acting through its London Branch, The Law Debenture Trust Corporation p.l.c., Citibank, N.A., London Branch, BNP Paribas Trust Corporation UK Limited, BNP Paribas S.A. and Deutsche Bank Trust Company Americas, dated February 18, 2011 (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2011).
|
|
|
|
10.36*
|
|
Pledge Agreement among Central European Media Enterprises Ltd., Central European Media Enterprises N.V. and Deutsche Bank Trust Company Americas, dated February 18, 2011 (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2011).
|
|
|
|
10.37*
|
|
Deed of Pledge of Shares among Central European Media Enterprises N.V., CME Media Enterprises B.V. and Deutsche Bank Trust Company Americas, dated February 18, 2011 (incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2011).
|
|
|
|
10.38*
|
|
Contract of Employment between CME Media Services Limited and Daniel Penn, dated February 20, 2012 (incorporated by reference to Exhibit 10.47 to the Company's Annual Report on Form 10-K for the fiscal period ended December 31, 2011).
|
|
|
|
10.39*
|
|
Term Loan Facilities Credit Agreement, by and between Time Warner Inc. and the Company, dated as of April 30, 2012 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on April 30, 2012).
|
|
|
|
10.40*
|
|
Subscription and Equity Commitment Agreement, by and between Time Warner Media Holdings B.V. and the Company, dated as of April 30, 2012 (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on April 30, 2012).
|
|
|
|
10.41*
|
|
Letter Agreement, by and among Time Warner Media Holdings B.V., the Company, RSL Savannah LLC, RSL Capital LLC, RSL Investments Corporation and Ronald S. Lauder, dated as of April 30, 2012 (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed on April 30, 2012).
|
|
|
|
10.42*
|
|
Subscription Agreement, by and among Ronald S. Lauder, RSL Capital LLC and the Company, dated as of April 30, 2012 (incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K filed on April 30, 2012).
|
|
|
|
10.43*
|
|
First Amendment to the Investor Rights Agreement, by and among the Company, Ronald S. Lauder, RSL Savannah LLC, RSL Capital LLC, RSL Investments Corporation and Time Warner Media Holdings B.V., dated as of April 30, 2012 (incorporated by reference to Exhibit 10.5 to the Company's Current Report on Form 8-K filed on April 30, 2012).
|
|
|
|
10.44*
|
|
Form of Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on June 13, 2012).
|
Exhibit Number
|
|
Description
|
|
|
|
10.45*+
|
|
Central European Media Enterprises Ltd. Amended and Restated Stock Incentive Plan, as amended on June 13, 2012 (incorporated by reference to Exhibit 10.7 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012).
|
|
|
|
21.01
|
|
List of subsidiaries.
|
|
|
|
23.01
|
|
Consent of Deloitte LLP.
|
|
|
|
24.01
|
|
Power of Attorney, dated as of February 27, 2013.
|
|
|
|
31.01
|
|
Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
31.02
|
|
Certification of Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.01
|
|
Certifications of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished only).
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Schema Document
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Calculation Linkbase Document
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Definition Linkbase Document
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Label Linkbase Document
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Presentation Linkbase Document
|
|
|
|
Date: February 27, 2013
|
/s/ David Sach
David Sach
Executive Vice President and Chief Financial Officer
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
*
|
|
Chairman of the Board of Directors
|
|
February 27, 2013
|
Ronald S. Lauder
|
|
|
|
|
|
|
|
|
|
*
|
|
Vice-Chairman of the Board of Directors
|
|
February 27, 2013
|
Herbert A. Granath
|
|
|
|
|
|
|
|
|
|
/s/ Adrian Sarbu
|
|
President and Chief Executive Officer
|
|
February 27, 2013
|
Adrian Sarbu
|
|
and Director (Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ David Sach
|
|
Executive Vice President and Chief Financial Officer
|
|
February 27, 2013
|
David Sach
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
|
/s/ David Sturgeon
|
|
Deputy Chief Financial Officer
|
|
February 27, 2013
|
David Sturgeon
|
|
(Principal Accounting Officer)
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
February 27, 2013
|
Paul T. Cappuccio
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
February 27, 2013
|
Michael Del Nin
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
February 27, 2013
|
Charles Frank
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
February 27, 2013
|
Alfred W. Langer
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
February 27, 2013
|
Fred H. Langhammer
|
|
|
|
|
*
|
|
Director
|
|
February 27, 2013
|
Bruce Maggin
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
February 27, 2013
|
Parm Sandhu
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
February 27, 2013
|
Duco Sickinghe
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
February 27, 2013
|
Kelli Turner
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
February 27, 2013
|
Eric Zinterhofer
|
|
|
|
|
*By:
|
/s/ David Sach
|
|
|
|
David Sach
|
|
Attorney-in-fact
|
|
|
Bad debt and credit note provision
|
|
Deferred tax allowance
|
||||
Balance at December 31, 2009
|
|
$
|
14,093
|
|
|
$
|
60,146
|
|
Charged to costs and expenses
|
|
5,296
|
|
|
30,427
|
|
||
Charged to other accounts (1)
|
|
(5,606
|
)
|
|
—
|
|
||
Foreign exchange
|
|
(578
|
)
|
|
(20
|
)
|
||
Balance at December 31, 2010
|
|
13,205
|
|
|
90,553
|
|
||
Charged to costs and expenses
|
|
3,281
|
|
|
2,637
|
|
||
Charged to other accounts (1)
|
|
(2,126
|
)
|
|
—
|
|
||
Foreign exchange
|
|
(750
|
)
|
|
(452
|
)
|
||
Balance at December 31, 2011
|
|
13,610
|
|
|
92,738
|
|
||
Charged to costs and expenses
|
|
3,802
|
|
|
16,049
|
|
||
Charged to other accounts (1)
|
|
(938
|
)
|
|
—
|
|
||
Foreign exchange
|
|
445
|
|
|
184
|
|
||
Balance at December 31, 2012
|
|
$
|
16,919
|
|
|
$
|
108,971
|
|
|
|
|
Exhibit 21.01
|
Our principal subsidiaries and equity-accounted affiliates as at February 20, 2013 were:
|
|
|
|
|
|
|
|
Company Name
|
Voting Interest
|
Jurisdiction of Organization
|
Subsidiary / Equity-Accounted Affiliate
|
CME Bulgaria B.V.
|
94%
|
Netherlands
|
Subsidiary
|
LG Consult EOOD
|
100%
|
Bulgaria
|
Subsidiary (in liquidation)
|
BTV Media Group EAD
|
94%
|
Bulgaria
|
Subsidiary
|
Radiocompany C.J. OOD
|
69.56%
|
Bulgaria
|
Subsidiary
|
Balkan Media Group AD
|
21.62%
|
Bulgaria
|
Cost Investment
|
|
|
|
|
Nova TV d.d.
|
100%
|
Croatia
|
Subsidiary
|
|
|
|
|
CET 21 spol. s r.o.
|
100%
|
Czech Republic
|
Subsidiary
|
|
|
|
|
CME Investments B.V.
|
100%
|
Netherlands
|
Subsidiary
|
Media Pro International S.A.
|
100%
|
Romania
|
Subsidiary
|
Media Vision S.R.L .
|
100%
|
Romania
|
Subsidiary
|
Pro TV S.A.
|
100%
|
Romania
|
Subsidiary
|
Campus Radio S.R.L.
|
20%
|
Romania
|
Equity-Accounted Affiliate
|
|
|
|
|
CME Slovak Holdings B.V.
|
100%
|
Netherlands
|
Subsidiary
|
A.R.J., a.s.
|
100%
|
Slovak Republic
|
Subsidiary
|
MARKÍZA-SLOVAKIA, spol. s r.o.
|
100%
|
Slovak Republic
|
Subsidiary
|
PMT, s.r.o.
|
31.5%
|
Slovak Republic
|
Cost investment
|
|
|
|
|
MMTV 1 d.o.o.
|
100%
|
Slovenia
|
Subsidiary (in liquidation)
|
Produkcija Plus d.o.o.
|
100%
|
Slovenia
|
Subsidiary
|
POP TV d.o.o.
|
100%
|
Slovenia
|
Subsidiary
|
Kanal A d.o.o.
|
100%
|
Slovenia
|
Subsidiary
|
Euro 3 TV d.o.o.
|
42%
|
Slovenia
|
Equity-Accounted Affiliate
|
TELEVIDEO d.o.o.
|
100%
|
Slovenia
|
Subsidiary
|
|
|
|
|
Pro Digital S.R.L.
|
100%
|
Moldova
|
Subsidiary
|
|
|
|
|
CME Media Pro B.V.
|
100%
|
Netherlands
|
Subsidiary
|
Media Pro Sofia EOOD
|
100%
|
Bulgaria
|
Subsidiary
|
Media Pro Audiovizual d.o.o.
|
100%
|
Croatia
|
Subsidiary
|
Media Pro Pictures s.r.o.
|
100%
|
Czech Republic
|
Subsidiary
|
Čertova nevěsta, s.r.o.
|
51%
|
Czech Republic
|
Subsidiary
|
Pro Video Film & Distribution Kft.
|
100%
|
Hungary
|
Subsidiary
|
Media Pro Pictures S.A.
|
100%
|
Romania
|
Subsidiary
|
Mediapro Music Entertainment S.R.L.
|
100%
|
Romania
|
Subsidiary
|
Media Pro Distribution S.R.L.
|
100%
|
Romania
|
Subsidiary
|
Pro Video S.R.L.
|
100%
|
Romania
|
Subsidiary
|
Hollywood Multiplex Operation S.R.L.
|
100%
|
Romania
|
Subsidiary
|
Hollywood Multiplex Operation Cinemas S.R.L.
|
100%
|
Romania
|
Subsidiary
|
Domino Production S.R.L.
|
51%
|
Romania
|
Subsidiary
|
Studiourile Media Pro S.A.
|
92.21%
|
Romania
|
Subsidiary
|
Mediapro Magic Factory S.R.L.
|
100%
|
Romania
|
Subsidiary
|
MediaPro Entertainment Slovakia, s.r.o.
|
100%
|
Slovak Republic
|
Subsidiary
|
CME Media Pro Ljubljana, d.o.o.
|
100%
|
Slovenia
|
Subsidiary
|
BONTONFILM a.s.
|
100%
|
Czech Republic
|
Subsidiary
|
Meme Media a.s.
|
100%
|
Czech Republic
|
Subsidiary
|
BONTONFILM a.s.
|
100%
|
Slovak Republic
|
Subsidiary
|
Central European Media Enterprises N.V.
|
100%
|
Curacao
|
Subsidiary
|
Central European Media Enterprises II B.V.
|
100%
|
Curacao
|
Subsidiary
|
CME Media Enterprises B.V.
|
100%
|
Netherlands
|
Subsidiary
|
CME Programming B.V.
|
100%
|
Netherlands
|
Subsidiary
|
CME Development Financing B.V.
|
100%
|
Netherlands
|
Subsidiary
|
CME Media Services Limited
|
100%
|
United Kingdom
|
Subsidiary
|
CME Services s.r.o.
|
100%
|
Czech Republic
|
Subsidiary
|
CME Media Pro Distribution B.V.
|
100%
|
Netherlands
|
Subsidiary
|
CME Slovenia B.V.
|
100%
|
Netherlands
|
Subsidiary
|
|
|
|
|
CME Development Corporation
|
100%
|
Delaware (USA)
|
Subsidiary
|
CME Austria GmbH
|
100%
|
Austria
|
Subsidiary
|
Glavred-Media LLC
|
10%
|
Ukraine
|
Cost Investment
|
1.
|
I have reviewed this annual report on Form 10-K of Central European Media Enterprises Ltd.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any changes in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report), that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
/s/ Adrian Sarbu
|
|
Adrian Sarbu
|
|
President and Chief Executive Officer
|
|
February 27, 2013
|
1.
|
I have reviewed this annual report on Form 10-K of Central European Media Enterprises Ltd.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any changes in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report), that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
/s/ David Sach
|
|
David Sach
|
|
Chief Financial Officer
|
|
February 27, 2013
|
1
|
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2
|
the information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company as of the dates and for the periods explained in the Report.
|
|
/s/ Adrian Sarbu
|
|
/s/ David Sach
|
|
|
Adrian Sarbu
|
|
David Sach
|
|
|
President and Chief Executive Officer
|
|
Chief Financial Officer
|
|
|
(Principal Executive Officer)
|
|
(Principal Financial Officer)
|
|
|
February 27, 2013
|
|
February 27, 2013
|
|