|
|
|
|
|
|
|
|
BERMUDA
|
|
98-0438382
|
(State or other jurisdiction of incorporation and organization)
|
|
(IRS Employer Identification No.)
|
|
|
|
O'Hara House, 3 Bermudiana Road, Hamilton, Bermuda
|
|
HM 08
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Large accelerated filer
£
|
Accelerated filer
T
|
Non-accelerated filer
£
|
Smaller reporting company
£
|
Class
|
Outstanding as of April 22, 2016
|
Class A Common Stock, par value $0.08
|
135,899,778
|
|
|
|
|
|
|
|
|
|
Page
|
||
Part I Financial Information
|
|
||
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|||
|
|||
|
|||
Part II Other Information
|
|
||
|
|||
|
|||
|
|||
|
March 31, 2016
|
|
|
December 31, 2015
|
|
||
ASSETS
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
98,419
|
|
|
$
|
61,679
|
|
Accounts receivable, net (Note 6)
|
142,828
|
|
|
167,427
|
|
||
Program rights, net (Note 5)
|
94,215
|
|
|
85,972
|
|
||
Other current assets (Note 7)
|
28,471
|
|
|
43,206
|
|
||
Total current assets
|
363,933
|
|
|
358,284
|
|
||
Non-current assets
|
|
|
|
|
|
||
Property, plant and equipment, net (Note 8)
|
111,748
|
|
|
108,522
|
|
||
Program rights, net (Note 5)
|
180,610
|
|
|
169,073
|
|
||
Goodwill (Note 3)
|
650,785
|
|
|
622,243
|
|
||
Broadcast licenses and other intangible assets, net (Note 3)
|
155,995
|
|
|
151,162
|
|
||
Other non-current assets (Note 7)
|
31,727
|
|
|
31,133
|
|
||
Total non-current assets
|
1,130,865
|
|
|
1,082,133
|
|
||
Total assets
|
$
|
1,494,798
|
|
|
$
|
1,440,417
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Accounts payable and accrued liabilities (Note 9)
|
$
|
140,001
|
|
|
$
|
134,705
|
|
Current portion of long-term debt and other financing arrangements (Note 4)
|
1,202
|
|
|
1,155
|
|
||
Other current liabilities (Note 10)
|
45,065
|
|
|
10,448
|
|
||
Total current liabilities
|
186,268
|
|
|
146,308
|
|
||
Non-current liabilities
|
|
|
|
|
|
||
Long-term debt and other financing arrangements (Note 4)
|
945,685
|
|
|
908,521
|
|
||
Other non-current liabilities (Note 10)
|
65,052
|
|
|
65,749
|
|
||
Total non-current liabilities
|
1,010,737
|
|
|
974,270
|
|
||
Commitments and contingencies (Note 19)
|
|
|
|
|
|
||
Temporary equity
|
|
|
|
||||
200,000 shares of Series B Convertible Redeemable Preferred Stock of $0.08 each (December 31, 2015 - 200,000) (Note 12)
|
245,708
|
|
|
241,198
|
|
||
EQUITY
|
|
|
|
|
|
||
CME Ltd. shareholders’ equity (Note 13):
|
|
|
|
|
|
||
One share of Series A Convertible Preferred Stock of $0.08 each (December 31, 2015 – one)
|
—
|
|
|
—
|
|
||
135,899,778 shares of Class A Common Stock of $0.08 each (December 31, 2015 – 135,804,221)
|
10,872
|
|
|
10,864
|
|
||
Nil shares of Class B Common Stock of $0.08 each (December 31, 2015 – nil)
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
1,910,370
|
|
|
1,914,050
|
|
||
Accumulated deficit
|
(1,645,680
|
)
|
|
(1,605,245
|
)
|
||
Accumulated other comprehensive loss
|
(224,285
|
)
|
|
(242,409
|
)
|
||
Total CME Ltd. shareholders’ equity
|
51,277
|
|
|
77,260
|
|
||
Noncontrolling interests
|
808
|
|
|
1,381
|
|
||
Total equity
|
52,085
|
|
|
78,641
|
|
||
Total liabilities and equity
|
$
|
1,494,798
|
|
|
$
|
1,440,417
|
|
|
For the Three Months Ended March 31,
|
||||||
|
2016
|
|
|
2015
|
|
||
Net revenues
|
$
|
129,000
|
|
|
$
|
126,133
|
|
Operating expenses:
|
|
|
|
||||
Content costs
|
71,978
|
|
|
71,290
|
|
||
Other operating costs
|
16,454
|
|
|
17,038
|
|
||
Depreciation of property, plant and equipment
|
7,285
|
|
|
7,001
|
|
||
Amortization of broadcast licenses and other intangibles
|
2,060
|
|
|
3,499
|
|
||
Cost of revenues
|
97,777
|
|
|
98,828
|
|
||
Selling, general and administrative expenses
|
23,460
|
|
|
43,901
|
|
||
Restructuring costs
|
—
|
|
|
643
|
|
||
Operating income / (loss)
|
7,763
|
|
|
(17,239
|
)
|
||
Interest expense (Note 14)
|
(49,154
|
)
|
|
(40,118
|
)
|
||
Non-operating income / (expense), net (Note 15)
|
1,416
|
|
|
(12,741
|
)
|
||
Loss before tax
|
(39,975
|
)
|
|
(70,098
|
)
|
||
Provision for income taxes
|
(719
|
)
|
|
(145
|
)
|
||
Loss from continuing operations
|
(40,694
|
)
|
|
(70,243
|
)
|
||
Loss from discontinued operations, net of tax
|
—
|
|
|
(3,288
|
)
|
||
Net loss
|
(40,694
|
)
|
|
(73,531
|
)
|
||
Net loss attributable to noncontrolling interests
|
259
|
|
|
257
|
|
||
Net loss attributable to CME Ltd.
|
$
|
(40,435
|
)
|
|
$
|
(73,274
|
)
|
|
|
|
|
||||
Net loss
|
$
|
(40,694
|
)
|
|
$
|
(73,531
|
)
|
Other comprehensive income / (loss):
|
|
|
|
||||
Currency translation adjustment
|
19,058
|
|
|
(103,764
|
)
|
||
Unrealized loss on derivative instruments (Note 11)
|
(1,248
|
)
|
|
(607
|
)
|
||
Total other comprehensive income / (loss)
|
17,810
|
|
|
(104,371
|
)
|
||
Comprehensive loss
|
(22,884
|
)
|
|
(177,902
|
)
|
||
Comprehensive loss / (income) attributable to noncontrolling interests
|
573
|
|
|
(849
|
)
|
||
Comprehensive loss attributable to CME Ltd.
|
$
|
(22,311
|
)
|
|
$
|
(178,751
|
)
|
PER SHARE DATA (Note 17):
|
|
|
|
||||
Net loss per share:
|
|
|
|
||||
Continuing operations attributable to CME Ltd. - Basic and diluted
|
$
|
(0.31
|
)
|
|
$
|
(0.51
|
)
|
Discontinued operations attributable to CME Ltd. - Basic and diluted
|
—
|
|
|
(0.02
|
)
|
||
Net loss attributable to CME Ltd. - Basic and diluted
|
(0.31
|
)
|
|
(0.53
|
)
|
||
|
|
|
|
||||
Weighted average common shares used in computing per share amounts (000’s):
|
|
|
|
||||
Basic and diluted
|
147,078
|
|
|
146,606
|
|
|
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 Loss
|
|
Noncontrolling Interest
|
|
Total Equity
|
|
||||||||||||||
BALANCE
December 31, 2015
|
1
|
|
$
|
—
|
|
|
135,804,221
|
|
$
|
10,864
|
|
|
—
|
|
$
|
—
|
|
$
|
1,914,050
|
|
$
|
(1,605,245
|
)
|
$
|
(242,409
|
)
|
$
|
1,381
|
|
$
|
78,641
|
|
Stock-based compensation
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
838
|
|
—
|
|
—
|
|
—
|
|
838
|
|
||||||||
Share issuance, stock-based compensation
|
—
|
|
—
|
|
|
95,557
|
|
8
|
|
|
—
|
|
—
|
|
(8
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
Preferred dividend paid in kind
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
(4,510
|
)
|
—
|
|
—
|
|
—
|
|
(4,510
|
)
|
||||||||
Net loss
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
(40,435
|
)
|
—
|
|
(259
|
)
|
(40,694
|
)
|
||||||||
Unrealized loss on derivative instruments
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(1,248
|
)
|
—
|
|
(1,248
|
)
|
||||||||
Currency translation adjustment
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
19,372
|
|
(314
|
)
|
19,058
|
|
||||||||
BALANCE
March 31, 2016
|
1
|
|
$
|
—
|
|
|
135,899,778
|
|
$
|
10,872
|
|
|
—
|
|
$
|
—
|
|
$
|
1,910,370
|
|
$
|
(1,645,680
|
)
|
$
|
(224,285
|
)
|
$
|
808
|
|
$
|
52,085
|
|
|
For the Three Months Ended March 31,
|
||||||
|
2016
|
|
|
2015
|
|
||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
||||
Net loss
|
$
|
(40,694
|
)
|
|
$
|
(73,531
|
)
|
Adjustments to reconcile net loss to net cash generated from continuing operating activities:
|
|
|
|
|
|||
Loss from discontinued operations, net of tax
|
—
|
|
|
3,288
|
|
||
Amortization of program rights
|
71,978
|
|
|
70,279
|
|
||
Depreciation and other amortization
|
25,847
|
|
|
23,000
|
|
||
Interest paid in kind
|
—
|
|
|
548
|
|
||
Loss on disposal of fixed assets
|
32
|
|
|
140
|
|
||
Deferred income taxes
|
904
|
|
|
(249
|
)
|
||
Stock-based compensation (Note 16)
|
838
|
|
|
408
|
|
||
Change in fair value of derivatives
|
13,868
|
|
|
1,010
|
|
||
Foreign currency exchange (gain) / loss, net
|
(15,438
|
)
|
|
3,592
|
|
||
Changes in assets and liabilities:
|
|
|
|
|
|||
Accounts receivable, net
|
30,904
|
|
|
31,362
|
|
||
Accounts payable and accrued liabilities
|
(15,132
|
)
|
|
(15,017
|
)
|
||
Program rights
|
(69,956
|
)
|
|
(82,905
|
)
|
||
Other assets and liabilities
|
(1,582
|
)
|
|
920
|
|
||
Accrued interest
|
19,830
|
|
|
25,619
|
|
||
Income taxes payable
|
(245
|
)
|
|
(282
|
)
|
||
Deferred revenue
|
20,121
|
|
|
18,411
|
|
||
VAT and other taxes payable
|
(1,617
|
)
|
|
24,162
|
|
||
Net cash generated from continuing operating activities
|
$
|
39,658
|
|
|
$
|
30,755
|
|
|
|
|
|
||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
||
Purchase of property, plant and equipment
|
$
|
(6,076
|
)
|
|
$
|
(7,481
|
)
|
Disposal of property, plant and equipment
|
—
|
|
|
52
|
|
||
Net cash used in continuing investing activities
|
$
|
(6,076
|
)
|
|
$
|
(7,429
|
)
|
|
|
|
|
||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
||
Debt transaction costs
|
$
|
(341
|
)
|
|
$
|
(606
|
)
|
Payment of credit facilities and capital leases
|
(341
|
)
|
|
(245
|
)
|
||
Net cash used in continuing financing activities
|
$
|
(682
|
)
|
|
$
|
(851
|
)
|
|
|
|
|
||||
Net cash used in discontinued operations - operating activities
|
—
|
|
|
(710
|
)
|
||
Net cash provided by discontinued operations - investing activities
|
328
|
|
|
865
|
|
||
Net cash used in discontinued operations - financing activities
|
—
|
|
|
(41
|
)
|
||
|
|
|
|
||||
Impact of exchange rate fluctuations on cash and cash equivalents
|
3,512
|
|
|
(3,598
|
)
|
||
Net increase in cash and cash equivalents
|
$
|
36,740
|
|
|
$
|
18,991
|
|
CASH AND CASH EQUIVALENTS, beginning of period
|
61,679
|
|
|
34,298
|
|
||
CASH AND CASH EQUIVALENTS, end of period
|
$
|
98,419
|
|
|
$
|
53,289
|
|
|
|
|
|
||||
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES
|
|
|
|
||||
Accretion on Series B Convertible Redeemable Preferred Stock
|
$
|
4,510
|
|
|
$
|
4,141
|
|
Interest paid in kind
|
—
|
|
|
548
|
|
|
Bulgaria
|
|
Croatia
|
|
Czech Republic
|
|
Romania
|
|
Slovak Republic
|
|
Slovenia
|
|
Total
|
||||||||||||||
Gross Balance, December 31, 2015
|
$
|
172,365
|
|
|
$
|
11,005
|
|
|
$
|
759,491
|
|
|
$
|
85,443
|
|
|
$
|
47,605
|
|
|
$
|
19,400
|
|
|
$
|
1,095,309
|
|
Accumulated impairment losses
|
(144,639
|
)
|
|
(10,454
|
)
|
|
(287,545
|
)
|
|
(11,028
|
)
|
|
—
|
|
|
(19,400
|
)
|
|
(473,066
|
)
|
|||||||
Balance, December 31, 2015
|
27,726
|
|
|
551
|
|
|
471,946
|
|
|
74,415
|
|
|
47,605
|
|
|
—
|
|
|
622,243
|
|
|||||||
Foreign currency
|
1,164
|
|
|
28
|
|
|
21,194
|
|
|
3,973
|
|
|
2,183
|
|
|
—
|
|
|
28,542
|
|
|||||||
Balance, March 31, 2016
|
28,890
|
|
|
579
|
|
|
493,140
|
|
|
78,388
|
|
|
49,788
|
|
|
—
|
|
|
650,785
|
|
|||||||
Accumulated impairment losses
|
(144,639
|
)
|
|
(10,454
|
)
|
|
(287,545
|
)
|
|
(11,028
|
)
|
|
—
|
|
|
(19,400
|
)
|
|
(473,066
|
)
|
|||||||
Gross Balance, March 31, 2016
|
$
|
173,529
|
|
|
$
|
11,033
|
|
|
$
|
780,685
|
|
|
$
|
89,416
|
|
|
$
|
49,788
|
|
|
$
|
19,400
|
|
|
$
|
1,123,851
|
|
|
March 31, 2016
|
|
December 31, 2015
|
||||||||||||||||||||
|
Gross
|
|
Accumulated Amortization
|
|
Net
|
|
Gross
|
|
Accumulated Amortization
|
|
Net
|
||||||||||||
Indefinite-lived:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Trademarks
|
$
|
86,979
|
|
|
$
|
—
|
|
|
$
|
86,979
|
|
|
$
|
83,188
|
|
|
$
|
—
|
|
|
$
|
83,188
|
|
Amortized:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Broadcast licenses
|
200,419
|
|
|
(135,132
|
)
|
|
65,287
|
|
|
191,860
|
|
|
(127,613
|
)
|
|
64,247
|
|
||||||
Trademarks
|
646
|
|
|
(646
|
)
|
|
—
|
|
|
614
|
|
|
(614
|
)
|
|
—
|
|
||||||
Customer relationships
|
55,599
|
|
|
(52,254
|
)
|
|
3,345
|
|
|
53,120
|
|
|
(49,672
|
)
|
|
3,448
|
|
||||||
Other
|
1,807
|
|
|
(1,423
|
)
|
|
384
|
|
|
2,138
|
|
|
(1,859
|
)
|
|
279
|
|
||||||
Total
|
$
|
345,450
|
|
|
$
|
(189,455
|
)
|
|
$
|
155,995
|
|
|
$
|
330,920
|
|
|
$
|
(179,758
|
)
|
|
$
|
151,162
|
|
|
March 31, 2016
|
|
|
December 31, 2015
|
|
||
Senior Debt
|
$
|
943,210
|
|
|
$
|
906,028
|
|
Other credit facilities and capital leases
|
3,677
|
|
|
3,648
|
|
||
Total long-term debt and other financing arrangements
|
946,887
|
|
|
909,676
|
|
||
Less: current maturities
|
(1,202
|
)
|
|
(1,155
|
)
|
||
Total non-current long-term debt and other financing arrangements
|
$
|
945,685
|
|
|
$
|
908,521
|
|
|
Principal Amount of Liability Component
|
|
|
Debt Issuance Costs
|
|
|
Unamortized Discount
|
|
|
Net Carrying Amount
|
|
||||
2017 PIK Notes
(1)
|
$
|
502,504
|
|
|
$
|
(2,652
|
)
|
|
$
|
(128,674
|
)
|
|
$
|
371,178
|
|
2017 Term Loan
(2)
|
38,194
|
|
|
(268
|
)
|
|
(9,473
|
)
|
|
28,453
|
|
||||
2018 Euro Term Loan
|
285,536
|
|
|
(742
|
)
|
|
—
|
|
|
284,794
|
|
||||
2019 Euro Term Loan
|
267,930
|
|
|
(9,145
|
)
|
|
—
|
|
|
258,785
|
|
||||
2021 Revolving Credit Facility
(3)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total senior debt and credit facilities
|
$
|
1,094,164
|
|
|
$
|
(12,807
|
)
|
|
$
|
(138,147
|
)
|
|
$
|
943,210
|
|
(1)
|
The principal amount represents the original principal amount of US$
400.0 million
plus interest paid in kind by adding such amount to the original principal amount. The 2017 PIK Notes were redeemed on April 8, 2016. See
Note 21, "Subsequent Events"
.
|
(2)
|
The principal amount represents the original principal amount of US$
30.0 million
plus interest paid in kind by adding such amount to the original principal amount. The 2017 Term Loan was repaid on April 7, 2016. See
Note 21, "Subsequent Events"
.
|
(3)
|
Debt issuance costs related to the 2021 Revolving Credit Facility are classified as non-current assets in our condensed consolidated balance sheet and are being amortized on a straight-line basis over the life of the 2021 Revolving Credit Facility.
|
|
Carrying Amount
|
|
Fair Value
|
||||||||||||
|
March 31, 2016
|
|
|
December 31, 2015
|
|
|
March 31, 2016
|
|
|
December 31, 2015
|
|
||||
2017 PIK Notes
|
$
|
371,178
|
|
|
$
|
359,789
|
|
|
$
|
502,504
|
|
|
$
|
552,338
|
|
2017 Term Loan
|
28,453
|
|
|
27,592
|
|
|
38,194
|
|
|
41,525
|
|
||||
2018 Euro Term Loan
|
284,794
|
|
|
272,189
|
|
|
285,536
|
|
|
273,046
|
|
||||
2019 Euro Term Loan
|
258,785
|
|
|
246,458
|
|
|
267,930
|
|
|
256,210
|
|
||||
|
$
|
943,210
|
|
|
$
|
906,028
|
|
|
$
|
1,094,164
|
|
|
$
|
1,123,119
|
|
|
Base Rate
|
|
|
Rate Fixed Pursuant to Interest Rate Hedges
|
|
|
Guarantee Fee Rate
|
|
|
All-in Borrowing Rate
|
|
2017 PIK Notes
(1)
|
15.00
|
%
|
|
—
|
%
|
|
—
|
%
|
|
15.00
|
%
|
2017 Term Loan
(1)
|
15.00
|
%
|
|
—
|
%
|
|
—
|
%
|
|
15.00
|
%
|
2018 Euro Term Loan
(2)
|
1.50
|
%
|
|
0.21
|
%
|
|
6.79
|
%
|
|
8.50
|
%
|
2019 Euro Term Loan
|
1.50
|
%
|
|
0.31
|
%
|
|
6.69
|
%
|
|
8.50
|
%
|
2021 Euro Term Loan
(3)
|
1.50
|
%
|
|
0.28
|
%
|
|
8.72
|
%
|
|
10.50
|
%
|
(1)
|
The 2017 PIK Notes were redeemed on April 8, 2016 and the 2017 Term Loan was repaid on April 7, 2016 with the proceeds from the 2021 Euro Term Loan and cash on hand. See
Note 21, "Subsequent Events"
.
|
(2)
|
The rate fixed pursuant to interest rate hedges presented is effective until November 1, 2017. From November 1, 2017 through maturity on November 1, 2018, the rate fixed pursuant to interest rate hedges will decrease to
0.14%
, with a corresponding increase in the guarantee fee rate, such that all-in borrowing rate remains
8.50%
.
|
(3)
|
The 2021 Euro Term Loan was undrawn as at March 31, 2016. These rates represent the rates in effect on April 7, 2016, the date the 2021 Euro Term Loan was drawn. See
Note 21, "Subsequent Events"
.
|
|
|
March 31, 2016
|
|
|
December 31, 2015
|
|
||
Credit facilities
(1) – (3)
|
|
$
|
—
|
|
|
$
|
—
|
|
Capital leases
|
|
3,677
|
|
|
3,648
|
|
||
Total credit facilities and capital leases
|
|
3,677
|
|
|
3,648
|
|
||
Less: current maturities
|
|
(1,202
|
)
|
|
(1,155
|
)
|
||
Total non-current credit facilities and capital leases
|
|
$
|
2,475
|
|
|
$
|
2,493
|
|
(1)
|
We have a cash pooling arrangement with Bank Mendes Gans (“BMG”), a subsidiary of ING Bank N.V. (“ING”), which enables us to receive credit across the group in respect of cash balances which our subsidiaries deposit with BMG. Cash deposited by our subsidiaries with BMG is pledged as security against the drawings of other subsidiaries up to the amount deposited.
|
(2)
|
As at
March 31, 2016
and
December 31, 2015
, there were
no
drawings outstanding under a CZK
800.0 million
(approximately US$
33.7 million
) factoring framework agreement with Factoring Ceska Sporitelna (“FCS”). Under this facility up to CZK
800.0 million
(approximately US$
33.7 million
) of receivables from certain customers in the Czech Republic may be factored on a recourse or non-recourse basis. The facility has a factoring fee of
0.3%
of any factored receivable and bears interest at one-month PRIBOR plus
2.5%
per annum for the period that receivables are factored and outstanding.
|
(3)
|
As at
March 31, 2016
there were RON
25.1 million
(approximately US$
6.4 million
) of receivables factored under a RON
75.0 million
(approximately US$
19.1 million
) factoring framework agreement with Global Funds IFN S.A. entered into in the first quarter of 2016. Under this facility, receivables from certain customers in Romania may be factored on a non-recourse basis. The facility has a factoring fee of
4.0%
of any factored receivable and bears interest at
6.0%
per annum for the period that receivables are factored and outstanding.
|
2016
|
$
|
—
|
|
2017
(1)
|
826,234
|
|
|
2018
|
—
|
|
|
2019
|
267,930
|
|
|
2020
|
—
|
|
|
2021 and thereafter
|
—
|
|
|
Total senior debt and credit facilities
|
1,094,164
|
|
|
Debt issuance costs
|
(12,807
|
)
|
|
Less: net discount
|
(138,147
|
)
|
|
Carrying amount of senior debt and credit facilities
|
$
|
943,210
|
|
(1)
|
On April 7, 2016, we drew the 2021 Euro Term Loan, the proceeds of which, together with cash on hand, were applied toward the repayment of the 2017 Term Loan and the redemption and discharge of the 2017 PIK Notes. Also on April 7, 2016, we extended the maturity date of the 2018 Euro Term Loan to November 1, 2018 and extended the maturity date of the 2021 Revolving Credit Facility at the current borrowing capacity until January 1, 2018 and with a borrowing capacity US$
50.0 million
from January 1, 2018 to the maturity date on February 19, 2021. See
Note 21, "Subsequent Events"
.
|
2016
|
$
|
973
|
|
2017
|
1,216
|
|
|
2018
|
947
|
|
|
2019
|
589
|
|
|
2020
|
86
|
|
|
2021 and thereafter
|
—
|
|
|
Total undiscounted payments
|
3,811
|
|
|
Less: amount representing interest
|
(134
|
)
|
|
Present value of net minimum lease payments
|
$
|
3,677
|
|
|
March 31, 2016
|
|
|
December 31, 2015
|
|
||
Program rights:
|
|
|
|
||||
Acquired program rights, net of amortization
|
$
|
192,860
|
|
|
$
|
179,632
|
|
Less: current portion of acquired program rights
|
(94,215
|
)
|
|
(85,972
|
)
|
||
Total non-current acquired program rights
|
98,645
|
|
|
93,660
|
|
||
Produced program rights – Feature Films:
|
|
|
|
|
|||
Released, net of amortization
|
1,264
|
|
|
1,298
|
|
||
Produced program rights – Television Programs:
|
|
|
|
|
|
||
Released, net of amortization
|
60,651
|
|
|
56,125
|
|
||
Completed and not released
|
2,263
|
|
|
3,500
|
|
||
In production
|
16,955
|
|
|
13,783
|
|
||
Development and pre-production
|
832
|
|
|
707
|
|
||
Total produced program rights
|
81,965
|
|
|
75,413
|
|
||
Total non-current acquired program rights and produced program rights
|
$
|
180,610
|
|
|
$
|
169,073
|
|
|
March 31, 2016
|
|
|
December 31, 2015
|
|
||
Unrelated customers
|
$
|
152,660
|
|
|
$
|
176,628
|
|
Less: allowance for bad debts and credit notes
|
(9,832
|
)
|
|
(9,201
|
)
|
||
Total accounts receivable
|
$
|
142,828
|
|
|
$
|
167,427
|
|
|
March 31, 2016
|
|
|
December 31, 2015
|
|
||
Current:
|
|
|
|
||||
Prepaid acquired programming
|
$
|
16,969
|
|
|
$
|
22,761
|
|
Other prepaid expenses
|
9,227
|
|
|
6,941
|
|
||
Deferred tax
|
—
|
|
|
10,425
|
|
||
VAT recoverable
|
783
|
|
|
733
|
|
||
Income taxes recoverable
|
270
|
|
|
249
|
|
||
Other
|
1,222
|
|
|
2,097
|
|
||
Total other current assets
|
$
|
28,471
|
|
|
$
|
43,206
|
|
|
|
|
|
||||
|
March 31, 2016
|
|
|
December 31, 2015
|
|
||
Non-current:
|
|
|
|
|
|
||
Capitalized debt costs
|
$
|
23,956
|
|
|
$
|
27,060
|
|
Deferred tax
|
3,545
|
|
|
124
|
|
||
Other
|
4,226
|
|
|
3,949
|
|
||
Total other non-current assets
|
$
|
31,727
|
|
|
$
|
31,133
|
|
|
March 31, 2016
|
|
|
December 31, 2015
|
|
||
Land and buildings
|
$
|
96,671
|
|
|
$
|
92,237
|
|
Machinery, fixtures and equipment
|
177,650
|
|
|
164,503
|
|
||
Other equipment
|
28,745
|
|
|
32,314
|
|
||
Software licenses
|
58,906
|
|
|
55,656
|
|
||
Construction in progress
|
1,996
|
|
|
3,001
|
|
||
Total cost
|
363,968
|
|
|
347,711
|
|
||
Less: accumulated depreciation
|
(252,220
|
)
|
|
(239,189
|
)
|
||
Total net book value
|
$
|
111,748
|
|
|
$
|
108,522
|
|
|
|
|
|
||||
Assets held under capital leases (included in the above)
|
|
|
|
|
|
||
Land and buildings
|
$
|
3,979
|
|
|
$
|
3,805
|
|
Machinery, fixtures and equipment
|
5,081
|
|
|
4,646
|
|
||
Total cost
|
9,060
|
|
|
8,451
|
|
||
Less: accumulated depreciation
|
(4,062
|
)
|
|
(3,556
|
)
|
||
Total net book value
|
$
|
4,998
|
|
|
$
|
4,895
|
|
|
For the Three Months Ended March 31,
|
||||||
|
2016
|
|
|
2015
|
|
||
Opening balance
|
$
|
108,522
|
|
|
$
|
114,335
|
|
Additions
|
5,536
|
|
|
4,982
|
|
||
Disposals
|
(50
|
)
|
|
(192
|
)
|
||
Depreciation
|
(7,285
|
)
|
|
(7,001
|
)
|
||
Foreign currency movements
|
5,025
|
|
|
(12,330
|
)
|
||
Ending balance
|
$
|
111,748
|
|
|
$
|
99,794
|
|
|
March 31, 2016
|
|
|
December 31, 2015
|
|
||
Accounts payable and accrued expenses
|
$
|
47,072
|
|
|
$
|
54,526
|
|
Related party accounts payable
|
84
|
|
|
53
|
|
||
Programming liabilities
|
27,701
|
|
|
24,901
|
|
||
Related party programming liabilities
|
13,950
|
|
|
14,583
|
|
||
Duties and other taxes payable
|
11,803
|
|
|
12,856
|
|
||
Accrued staff costs
|
15,496
|
|
|
20,709
|
|
||
Accrued interest payable
|
851
|
|
|
914
|
|
||
Related party accrued interest payable
|
16,823
|
|
|
477
|
|
||
Income taxes payable
|
16
|
|
|
249
|
|
||
Accrued legal contingencies and professional fees
|
1,618
|
|
|
1,744
|
|
||
Authors’ rights
|
3,496
|
|
|
2,516
|
|
||
Other accrued liabilities
|
1,091
|
|
|
1,177
|
|
||
Total accounts payable and accrued liabilities
|
$
|
140,001
|
|
|
$
|
134,705
|
|
|
March 31, 2016
|
|
|
December 31, 2015
|
|
||
Current:
|
|
|
|
||||
Deferred revenue
|
$
|
28,822
|
|
|
$
|
7,546
|
|
Derivative liabilities
|
14,517
|
|
|
650
|
|
||
Restructuring provision
|
180
|
|
|
458
|
|
||
Legal provision
|
1,257
|
|
|
1,520
|
|
||
Other
|
289
|
|
|
274
|
|
||
Total other current liabilities
|
$
|
45,065
|
|
|
$
|
10,448
|
|
|
|
|
|
||||
|
March 31, 2016
|
|
|
December 31, 2015
|
|
||
Non-current:
|
|
|
|
|
|
||
Deferred tax
|
$
|
20,537
|
|
|
$
|
25,990
|
|
Related party Commitment Fee payable
(1)
|
9,136
|
|
|
9,240
|
|
||
Related party Guarantee Fee payable
|
7,475
|
|
|
22,655
|
|
||
Accrued interest
(2)
|
3,910
|
|
|
977
|
|
||
Related party accrued interest
(2)
|
21,215
|
|
|
5,304
|
|
||
Other
|
2,779
|
|
|
1,583
|
|
||
Total other non-current liabilities
|
$
|
65,052
|
|
|
$
|
65,749
|
|
(1)
|
Represents the commitment fee ("Commitment Fee") payable to Time Warner in respect of its obligation under a commitment letter dated November 14, 2014 between Time Warner and CME whereby Time Warner agreed to provide or assist with arranging a loan facility to repay our
5.0%
senior convertible notes at maturity in November 2015. The Commitment Fee is payable by November 1, 2019, the maturity date of the 2019 Euro Term Loan, or earlier if the repayment of the 2019 Euro Term Loan is accelerated. The Commitment Fee bears interest at
8.5%
per annum and such interest is payable in arrears on each May 1 and November 1, beginning May 1, 2016 and may be paid in cash or in kind, at our election.
|
(2)
|
Represents interest on the 2017 PIK Notes and the 2017 Term Loan which was repaid in April 2016 with the proceeds from the 2021 Euro Term Loan and cash on hand. See
Note 21, "Subsequent Events"
.
|
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.
|
Trade Date
|
|
Number of Contracts
|
|
|
Description
|
|
Notional Amount
|
|
|
Maturity Date
|
|
Objective
|
|
Fair Value as at March 31, 2016
|
|
||
April 5, 2016
|
|
5
|
|
|
Interest rate swap
|
|
€
|
468,800
|
|
|
February 21, 2021
|
|
Interest rate hedge underlying 2021 Euro Term Loan
|
|
N/A
|
|
|
April 5, 2016
|
|
4
|
|
|
Interest rate swap
|
|
€
|
250,800
|
|
|
November 1, 2018
|
|
Interest rate hedge underlying 2018 Euro Term Loan, forward starting on November 1, 2017
|
|
N/A
|
|
|
November 10, 2015
|
|
3
|
|
|
Interest rate swap
|
|
€
|
235,335
|
|
|
November 1, 2019
|
|
Interest rate hedge underlying 2019 Euro Term Loan
|
|
$
|
(1,772
|
)
|
November 14, 2014
|
|
2
|
|
|
Interest rate swap
|
|
€
|
250,800
|
|
|
November 1, 2017
|
|
Interest rate hedge underlying 2018 Euro Term Loan
|
|
$
|
(896
|
)
|
|
Accumulated Other Comprehensive Loss
|
|
|
BALANCE December 31, 2015
|
$
|
(1,420
|
)
|
Loss on interest rate swaps
|
(1,551
|
)
|
|
Reclassified to interest expense
|
303
|
|
|
BALANCE March 31, 2016
|
$
|
(2,668
|
)
|
|
For the Three Months Ended March 31,
|
||||||
|
2016
|
|
|
2015
|
|
||
Currency swaps
|
$
|
(14,050
|
)
|
|
$
|
(1,010
|
)
|
Trade Date
|
|
Number of Contracts
|
|
|
Description
|
|
Notional Amount
|
|
|
Maturity Date
|
|
Objective
|
|
Fair Value as at March 31, 2016
|
|
||
February 17, 2016
|
|
5
|
|
|
EUR / USD forward
|
|
$
|
557,000
|
|
|
April 7, 2016
|
|
Refinancing of 2017 PIK Notes and 2017 Term Loan
|
|
$
|
(12,410
|
)
|
February 11, 2016
|
|
1
|
|
|
EUR / USD forward
|
|
$
|
50,140
|
|
|
December 21, 2016
|
|
USD-denominated operating payments
|
|
$
|
(221
|
)
|
December 3, 2015
|
|
2
|
|
|
EUR / USD forward
|
|
$
|
32,698
|
|
|
December 21, 2016
|
|
USD-denominated operating payments
|
|
$
|
(1,886
|
)
|
|
For the Three Months Ended March 31,
|
||||||
|
2016
|
|
|
2015
|
|
||
Interest on Senior Debt and other financing arrangements
|
$
|
32,652
|
|
|
$
|
27,618
|
|
Amortization of capitalized debt issuance costs
|
3,899
|
|
|
3,837
|
|
||
Amortization of debt issuance discount and premium, net
|
12,603
|
|
|
8,663
|
|
||
Total interest expense
|
$
|
49,154
|
|
|
$
|
40,118
|
|
|
For the Three Months Ended March 31,
|
||||||
|
2016
|
|
|
2015
|
|
||
Interest income
|
$
|
108
|
|
|
$
|
112
|
|
Foreign currency exchange gain / (loss), net
|
15,422
|
|
|
(11,489
|
)
|
||
Change in fair value of derivatives (Note 11)
|
(14,050
|
)
|
|
(1,010
|
)
|
||
Other expense, net
|
(64
|
)
|
|
(354
|
)
|
||
Total other non-operating income / (expense)
|
$
|
1,416
|
|
|
$
|
(12,741
|
)
|
|
For the Three Months Ended March 31,
|
||||||
|
2016
|
|
|
2015
|
|
||
Selling, general and administrative expenses
|
$
|
838
|
|
|
$
|
408
|
|
|
Shares
|
|
|
Weighted Average Exercise Price per Share
|
|
|
Weighted Average Remaining Contractual Term (years)
|
|
Aggregate Intrinsic Value
|
|
||
Outstanding at December 31, 2015
|
1,666,000
|
|
|
$
|
3.53
|
|
|
9.07
|
|
$
|
640
|
|
Granted
|
411,392
|
|
|
2.46
|
|
|
|
|
|
|||
Outstanding at March 31, 2016
|
2,077,392
|
|
|
$
|
3.32
|
|
|
9.04
|
|
$
|
453
|
|
Vested and expected to vest
|
2,077,392
|
|
|
3.32
|
|
|
9.04
|
|
453
|
|
||
Exercisable at March 31, 2016
|
66,000
|
|
|
$
|
33.66
|
|
|
0.17
|
|
$
|
—
|
|
|
Number of
Shares / Units
|
|
|
Weighted Average
Grant Date
Fair Value
|
|
|
Unvested at December 31, 2015
|
2,554,597
|
|
|
$
|
2.72
|
|
Granted
|
533,356
|
|
|
2.46
|
|
|
Vested
|
(95,557
|
)
|
|
3.24
|
|
|
Unvested at March 31, 2016
|
2,992,396
|
|
|
$
|
2.65
|
|
|
For the Three Months Ended March 31,
|
||||||
|
2016
|
|
|
2015
|
|
||
Loss from continuing operations
|
$
|
(40,694
|
)
|
|
$
|
(70,243
|
)
|
Net loss attributable to noncontrolling interests
|
259
|
|
|
257
|
|
||
Less: preferred share accretion paid in kind (Note 12)
|
(4,510
|
)
|
|
(4,141
|
)
|
||
Loss from continuing operations available to common shareholders, net of noncontrolling interest
|
(44,945
|
)
|
|
(74,127
|
)
|
||
Loss from discontinued operations, net of tax
|
—
|
|
|
(3,288
|
)
|
||
Net loss attributable to CME Ltd. available to common shareholders - Basic
|
$
|
(44,945
|
)
|
|
$
|
(77,415
|
)
|
|
|
|
|
||||
Effect of dilutive securities
|
|
|
|
||||
Preferred share accretion paid in kind
|
—
|
|
|
—
|
|
||
Net loss attributable to CME Ltd. available to common shareholders - Diluted
|
$
|
(44,945
|
)
|
|
$
|
(77,415
|
)
|
|
|
|
|
||||
Weighted average outstanding shares of common stock - Basic
(1)
|
147,078
|
|
|
146,606
|
|
||
Dilutive effect of employee stock options and RSUs
|
—
|
|
|
—
|
|
||
Weighted average outstanding shares of common stock - Diluted
|
147,078
|
|
|
146,606
|
|
||
|
|
|
|
||||
Net loss per share:
|
|
|
|
||||
Continuing operations attributable to CME Ltd. - Basic and diluted
|
$
|
(0.31
|
)
|
|
$
|
(0.51
|
)
|
Discontinued operations attributable to CME Ltd. - Basic and diluted
|
—
|
|
|
(0.02
|
)
|
||
Net loss attributable to CME Ltd. - Basic and diluted
|
(0.31
|
)
|
|
(0.53
|
)
|
(1)
|
For the purpose of computing basic earnings per share, the
11,211,449
shares of Class A common stock underlying the Series A Preferred Share are included in the weighted average outstanding shares of common stock - basic, because the holder of the Series A Preferred Share is entitled to receive any dividends payable when dividends are declared by the Board of Directors with respect to any shares of common stock.
|
Net revenues:
|
For the Three Months Ended March 31,
|
||||||
|
2016
|
|
|
2015
|
|
||
Bulgaria
|
$
|
15,859
|
|
|
$
|
16,784
|
|
Croatia
|
11,645
|
|
|
11,993
|
|
||
Czech Republic
|
38,608
|
|
|
34,965
|
|
||
Romania
|
32,370
|
|
|
33,522
|
|
||
Slovak Republic
|
19,062
|
|
|
17,538
|
|
||
Slovenia
|
11,653
|
|
|
11,480
|
|
||
Intersegment revenues
(1)
|
(197
|
)
|
|
(149
|
)
|
||
Total net revenues
|
$
|
129,000
|
|
|
$
|
126,133
|
|
(1)
|
Reflects revenues earned from the sale of content to other country segments in CME Ltd. All other revenues are third party revenues.
|
OIBDA:
|
For the Three Months Ended March 31,
|
||||||
|
2016
|
|
|
2015
|
|
||
Bulgaria
|
$
|
1,069
|
|
|
$
|
2,198
|
|
Croatia
|
1,401
|
|
|
1,862
|
|
||
Czech Republic
|
10,074
|
|
|
10,091
|
|
||
Romania
|
9,462
|
|
|
3,361
|
|
||
Slovak Republic
|
2,393
|
|
|
(145
|
)
|
||
Slovenia
|
(708
|
)
|
|
360
|
|
||
Elimination
|
(6
|
)
|
|
(50
|
)
|
||
Total operating segments
|
23,685
|
|
|
17,677
|
|
||
Corporate
|
(6,577
|
)
|
|
(6,229
|
)
|
||
Total OIBDA
|
$
|
17,108
|
|
|
$
|
11,448
|
|
Reconciliation to condensed consolidated statements of operations
and comprehensive income / loss:
|
For the Three Months Ended March 31,
|
||||||
2016
|
|
|
2015
|
|
|||
Total OIBDA
|
$
|
17,108
|
|
|
$
|
11,448
|
|
Depreciation of property, plant and equipment
|
(7,285
|
)
|
|
(7,001
|
)
|
||
Amortization of broadcast licenses and other intangibles
|
(2,060
|
)
|
|
(3,499
|
)
|
||
Other items
(1)
|
—
|
|
|
(18,187
|
)
|
||
Operating income / (loss)
|
7,763
|
|
|
(17,239
|
)
|
||
Interest expense (Note 14)
|
(49,154
|
)
|
|
(40,118
|
)
|
||
Non-operating income / (expense), net (Note 15)
|
1,416
|
|
|
(12,741
|
)
|
||
Loss before tax
|
$
|
(39,975
|
)
|
|
$
|
(70,098
|
)
|
(1)
|
Other items for the three months ended March 31, 2015 consists solely of a charge related to a tax audit of Pro TV in Romania which was subsequently reversed in the third quarter of 2015.
|
Total assets
(1)
:
|
March 31, 2016
|
|
|
December 31, 2015
|
|
||
Bulgaria
|
$
|
134,293
|
|
|
$
|
134,418
|
|
Croatia
|
54,592
|
|
|
52,306
|
|
||
Czech Republic
|
738,334
|
|
|
746,269
|
|
||
Romania
|
266,944
|
|
|
261,984
|
|
||
Slovak Republic
|
124,258
|
|
|
121,122
|
|
||
Slovenia
|
74,618
|
|
|
70,911
|
|
||
Total operating segments
|
1,393,039
|
|
|
1,387,010
|
|
||
Corporate
|
101,759
|
|
|
53,407
|
|
||
Total assets
|
$
|
1,494,798
|
|
|
$
|
1,440,417
|
|
(1)
|
Segment assets exclude any intercompany balances.
|
Capital expenditures:
|
For the Three Months Ended March 31,
|
||||||
|
2016
|
|
|
2015
|
|
||
Bulgaria
|
$
|
182
|
|
|
$
|
699
|
|
Croatia
|
277
|
|
|
528
|
|
||
Czech Republic
|
1,551
|
|
|
2,496
|
|
||
Romania
|
1,729
|
|
|
720
|
|
||
Slovak Republic
|
533
|
|
|
1,146
|
|
||
Slovenia
|
1,260
|
|
|
934
|
|
||
Total operating segments
|
5,532
|
|
|
6,523
|
|
||
Corporate
|
544
|
|
|
958
|
|
||
Total capital expenditures
|
$
|
6,076
|
|
|
$
|
7,481
|
|
Long-lived assets
(1)
:
|
March 31, 2016
|
|
|
December 31, 2015
|
|
||
Bulgaria
|
$
|
5,672
|
|
|
$
|
5,602
|
|
Croatia
|
5,433
|
|
|
5,497
|
|
||
Czech Republic
|
40,500
|
|
|
39,907
|
|
||
Romania
|
22,489
|
|
|
20,873
|
|
||
Slovak Republic
|
16,190
|
|
|
15,606
|
|
||
Slovenia
|
15,260
|
|
|
15,082
|
|
||
Total operating segments
|
105,544
|
|
|
102,567
|
|
||
Corporate
|
6,204
|
|
|
5,955
|
|
||
Total long-lived assets
|
$
|
111,748
|
|
|
$
|
108,522
|
|
(1)
|
Reflects property, plant and equipment.
|
Revenue by type:
|
For the Three Months Ended March 31,
|
||||||
|
2016
|
|
|
2015
|
|
||
Television advertising
|
$
|
104,171
|
|
|
$
|
101,615
|
|
Carriage fees and subscriptions
|
19,209
|
|
|
18,778
|
|
||
Other
|
5,620
|
|
|
5,740
|
|
||
Total net revenues
|
$
|
129,000
|
|
|
$
|
126,133
|
|
|
Programming purchase obligations
|
|
|
Other
commitments
|
|
|
Operating
leases
|
|
|
Capital
expenditures
|
|
||||
2016
|
$
|
41,554
|
|
|
$
|
21,717
|
|
|
$
|
2,833
|
|
|
$
|
947
|
|
2017
|
35,450
|
|
|
7,725
|
|
|
2,410
|
|
|
—
|
|
||||
2018
|
27,980
|
|
|
4,710
|
|
|
1,617
|
|
|
—
|
|
||||
2019
|
15,833
|
|
|
10,467
|
|
|
714
|
|
|
—
|
|
||||
2020
|
4,766
|
|
|
350
|
|
|
393
|
|
|
—
|
|
||||
2021 and thereafter
|
3,392
|
|
|
398
|
|
|
1,369
|
|
|
—
|
|
||||
Total
|
$
|
128,975
|
|
|
$
|
45,367
|
|
|
$
|
9,336
|
|
|
$
|
947
|
|
|
For the Three Months Ended March 31,
|
||||||
|
2016
|
|
|
2015
|
|
||
Net revenues
|
$
|
—
|
|
|
$
|
22
|
|
Cost of revenues
|
6,696
|
|
|
2,299
|
|
||
Interest expense
|
41,505
|
|
|
29,166
|
|
|
March 31, 2016
|
|
|
December 31, 2015
|
|
||
Programming liabilities
|
$
|
13,950
|
|
|
$
|
14,583
|
|
Other accounts payable and accrued liabilities
|
84
|
|
|
53
|
|
||
Long-term debt and other financing arrangements
(1) (2)
|
335,813
|
|
|
324,979
|
|
||
Accrued interest payable
(2) (3)
|
38,038
|
|
|
5,781
|
|
||
Other non-current liabilities
(4)
|
16,611
|
|
|
31,895
|
|
(1)
|
Amount represents the principal amount outstanding of the 2017 PIK Notes held by Time Warner and the amounts outstanding on the 2017 Term Loan and 2021 Revolving Credit Facility, if drawn, less respective issuance discounts and debt issuance costs, including interest for which we made an election to pay in kind.
|
(2)
|
On April 7, 2016, we drew the 2021 Euro Term Loan and applied the proceeds, together with cash on hand, towards the repayment of the 2017 Term Loan plus accrued interest and the redemption and discharge of the 2017 PIK Notes plus accrued interest. See
Note 21, "Subsequent Events"
.
|
(3)
|
Amount represents the accrued interest on the principal amount of the outstanding 2017 PIK Notes held by Time Warner, which is payable in kind in arrears until November 15, 2015, and on the outstanding balance of the 2017 Term Loan and the 2021 Revolving Credit Facility, if drawn.
|
(4)
|
Amount represents the Commitment Fee, as well as the Guarantee Fees for which we have made an election to pay in kind. See
Note 4, "Long-term Debt and Other Financing Arrangements"
.
|
•
|
the term "
2015 Convertible Notes
" refers to our 5.0% senior convertible notes due November 2015, redeemed in November 2015;
|
•
|
the term "
2017 PIK Notes
" refers to our 15.0% senior secured notes due 2017, redeemed in April 2016;
|
•
|
the term "
2017 Term Loan
" refers to our 15.0% term loan facility due 2017, dated as of February 28, 2014, as amended and restated on November 14, 2014, repaid in April 2016;
|
•
|
the term "
2018 Euro Term Loan
" refers to our floating rate senior unsecured term credit facility guaranteed by Time Warner, dated as of November 14, 2014 and amended on February 19, 2016 to, among other things, extend the maturity to 2018 with effect from the drawing of the 2021 Euro Term Loan;
|
•
|
the term "
2019 Euro Term Loan
" refers to our floating rate senior unsecured term credit facility due 2019 guaranteed by Time Warner, dated as of September 30, 2015 and amended on February 19, 2016;
|
•
|
the term "
2021 Euro Term Loan
" refers to the undrawn senior unsecured term credit facility due 2021 entered into by our wholly-owned subsidiary CME Media Enterprises B.V., guaranteed by Time Warner and CME Ltd., entered into on February 19, 2016;
|
•
|
the term "
2021 Revolving Credit Facility
" refers to our amended and restated revolving credit facility dated as of February 28, 2014, as amended and restated as of November 14, 2014 and further amended and restated on February 19, 2016 to, among other things, extend the maturity to 2021 with effect from the drawing of the 2021 Euro Term Loan;
|
•
|
the term "
Senior Debt
" refers, as the context may require, to the 2015 Convertible Notes, 2017 PIK Notes, 2017 Term Loan, 2018 Euro Term Loan, 2019 Euro Term Loan, 2021 Euro Term Loan and 2021 Revolving Credit Facility;
|
•
|
the term "
Guarantee Fees
" refers to amounts accrued and payable to Time Warner as consideration for Time Warner's guarantees of the 2018 Euro Term Loan, 2019 Euro Term Loan and 2021 Euro Term Loan;
|
•
|
the term "
Reimbursement Agreement
" refers to an agreement with Time Warner which provides that we will reimburse Time Warner for any amounts paid by them under any guarantee or through any loan purchase right exercised by Time Warner, dated as of November 14, 2014 and amended and restated on February 19, 2016;
|
•
|
the term "
Time Warner
" refers to Time Warner Inc.; and
|
•
|
the term "
TW Investor
" refers to Time Warner Media Holdings B.V.
|
•
|
The new EUR 468.8 million 2021 Euro Term Loan was used, together with corporate cash, to refinance US$ 502.5 million aggregate principal amount of the 2017 PIK Notes and the US$ 38.2 million 2017 Term Loan, including accrued and unpaid interest.
|
•
|
Extending the maturity date of the existing EUR 250.8 million term loan by one year so the Company’s nearest debt maturity is now November 2018.
|
•
|
Also extending the maturity date of CME’s existing US$ 115.0 million revolving credit facility from 2017 to 2021 with access to US$ 50.0 million of liquidity from 2018.
|
•
|
All senior debt currently outstanding is denominated in Euros.
|
•
|
The all-in rate applicable to the 2021 Euro Term Loan and associated guarantee by Time Warner ranges from 10.5% to 7.0%, depending on our net leverage ratio, decreasing the cost of borrowing as the Company’s net leverage ratio improves.
|
•
|
The cost of the revolving credit facility, which is currently undrawn, ranges from 10.0% to 7.0%, depending on our net leverage ratio, also decreasing the cost of borrowing as the Company’s net leverage ratio improves.
|
•
|
We expect to record a loss on extinguishment of debt amounting to approximately $150.0 million in the second quarter of 2016.
|
•
|
Savings from a lower cost of borrowing, together with improving unlevered free cash flow and expected proceeds from warrant exercises in the future, should allow us to substantially repay the principal amount of our nearest debt maturity in 2018.
|
|
For the Three Months Ended March 31, 2016
|
|||||||
Country
|
Real GDP Growth
|
|
|
Real Private Consumption Growth
|
|
|
Net TV Ad Market Growth
|
|
Bulgaria
|
2.4
|
%
|
|
2.0
|
%
|
|
(7
|
)%
|
Croatia
|
1.4
|
%
|
|
0.7
|
%
|
|
2
|
%
|
Czech Republic
|
2.5
|
%
|
|
2.7
|
%
|
|
10
|
%
|
Romania*
|
3.4
|
%
|
|
4.8
|
%
|
|
0
|
%
|
Slovak Republic
|
3.0
|
%
|
|
2.7
|
%
|
|
20
|
%
|
Slovenia
|
2.1
|
%
|
|
2.0
|
%
|
|
5
|
%
|
Total CME Ltd. Markets
|
2.7
|
%
|
|
2.9
|
%
|
|
6
|
%
|
|
NET REVENUES
|
||||||||||||
|
For the Three Months Ended March 31, (US$ 000's)
|
||||||||||||
|
|
|
|
|
Movement
|
||||||||
|
2016
|
|
|
2015
|
|
|
% Act
|
|
|
% Lfl
|
|
||
Bulgaria
|
$
|
15,859
|
|
|
$
|
16,784
|
|
|
(5.5
|
)%
|
|
(3.2
|
)%
|
Croatia
|
11,645
|
|
|
11,993
|
|
|
(2.9
|
)%
|
|
(1.6
|
)%
|
||
Czech Republic
|
38,608
|
|
|
34,965
|
|
|
10.4
|
%
|
|
10.7
|
%
|
||
Romania
|
32,370
|
|
|
33,522
|
|
|
(3.4
|
)%
|
|
0.0
|
%
|
||
Slovak Republic
|
19,062
|
|
|
17,538
|
|
|
8.7
|
%
|
|
11.3
|
%
|
||
Slovenia
|
11,653
|
|
|
11,480
|
|
|
1.5
|
%
|
|
4.0
|
%
|
||
Intersegment revenues
|
(197
|
)
|
|
(149
|
)
|
|
NM
(1)
|
|
|
NM
(1)
|
|
||
Total net revenues
|
$
|
129,000
|
|
|
$
|
126,133
|
|
|
2.3
|
%
|
|
4.3
|
%
|
|
For the Three Months Ended March 31, (US$ 000's)
|
||||||||||||
|
|
|
|
|
Movement
|
||||||||
|
2016
|
|
|
2015
|
|
|
% Act
|
|
|
% Lfl
|
|
||
Television advertising
|
$
|
9,964
|
|
|
$
|
11,261
|
|
|
(11.5
|
)%
|
|
(9.5
|
)%
|
Carriage fees and subscriptions
|
4,571
|
|
|
4,500
|
|
|
1.6
|
%
|
|
4.7
|
%
|
||
Other
|
1,324
|
|
|
1,023
|
|
|
29.4
|
%
|
|
32.4
|
%
|
||
Net revenues
|
15,859
|
|
|
16,784
|
|
|
(5.5
|
)%
|
|
(3.2
|
)%
|
||
Costs charged in arriving at OIBDA
|
14,790
|
|
|
14,586
|
|
|
1.4
|
%
|
|
4.0
|
%
|
||
OIBDA
|
$
|
1,069
|
|
|
$
|
2,198
|
|
|
(51.4
|
)%
|
|
(50.5
|
)%
|
|
|
|
|
|
|
|
|
||||||
OIBDA margin
|
6.7
|
%
|
|
13.1
|
%
|
|
(6.4) p.p.
|
|
|
(6.5) p.p.
|
|
|
For the Three Months Ended March 31, (US$ 000's)
|
||||||||||||
|
|
|
|
|
Movement
|
||||||||
|
2016
|
|
|
2015
|
|
|
% Act
|
|
|
% Lfl
|
|
||
Television advertising
|
$
|
10,072
|
|
|
$
|
10,301
|
|
|
(2.2
|
)%
|
|
(1.1
|
)%
|
Carriage fees and subscriptions
|
624
|
|
|
601
|
|
|
3.8
|
%
|
|
6.3
|
%
|
||
Other
|
949
|
|
|
1,091
|
|
|
(13.0
|
)%
|
|
(10.9
|
)%
|
||
Net revenues
|
11,645
|
|
|
11,993
|
|
|
(2.9
|
)%
|
|
(1.6
|
)%
|
||
Costs charged in arriving at OIBDA
|
10,244
|
|
|
10,131
|
|
|
1.1
|
%
|
|
3.3
|
%
|
||
OIBDA
|
$
|
1,401
|
|
|
$
|
1,862
|
|
|
(24.8
|
)%
|
|
(26.8
|
)%
|
|
|
|
|
|
|
|
|
||||||
OIBDA margin
|
12.0
|
%
|
|
15.5
|
%
|
|
(3.5) p.p.
|
|
|
(4.2) p.p.
|
|
|
For the Three Months Ended March 31, (US$ 000's)
|
||||||||||||
|
|
|
|
|
Movement
|
||||||||
|
2016
|
|
|
2015
|
|
|
% Act
|
|
|
% Lfl
|
|
||
Television advertising
|
$
|
34,790
|
|
|
$
|
31,448
|
|
|
10.6
|
%
|
|
10.9
|
%
|
Carriage fees and subscriptions
|
2,527
|
|
|
2,019
|
|
|
25.2
|
%
|
|
26.2
|
%
|
||
Other
|
1,291
|
|
|
1,498
|
|
|
(13.8
|
)%
|
|
(13.9
|
)%
|
||
Net revenues
|
38,608
|
|
|
34,965
|
|
|
10.4
|
%
|
|
10.7
|
%
|
||
Costs charged in arriving at OIBDA
|
28,534
|
|
|
24,874
|
|
|
14.7
|
%
|
|
15.9
|
%
|
||
OIBDA
|
$
|
10,074
|
|
|
$
|
10,091
|
|
|
(0.2
|
)%
|
|
(1.8
|
)%
|
|
|
|
|
|
|
|
|
||||||
OIBDA margin
|
26.1
|
%
|
|
28.9
|
%
|
|
(2.8) p.p.
|
|
|
(3.3) p.p.
|
|
|
For the Three Months Ended March 31, (US$ 000's)
|
||||||||||||
|
|
|
|
|
Movement
|
||||||||
|
2016
|
|
|
2015
|
|
|
% Act
|
|
|
% Lfl
|
|
||
Television advertising
|
$
|
21,696
|
|
|
$
|
22,347
|
|
|
(2.9
|
)%
|
|
0.2
|
%
|
Carriage fees and subscriptions
|
9,986
|
|
|
10,370
|
|
|
(3.7
|
)%
|
|
0.6
|
%
|
||
Other
|
688
|
|
|
805
|
|
|
(14.5
|
)%
|
|
(11.2
|
)%
|
||
Net revenues
|
32,370
|
|
|
33,522
|
|
|
(3.4
|
)%
|
|
0.0
|
%
|
||
Costs charged in arriving at OIBDA
|
22,908
|
|
|
30,161
|
|
|
(24.0
|
)%
|
|
(21.0
|
)%
|
||
OIBDA
|
$
|
9,462
|
|
|
$
|
3,361
|
|
|
NM
(1)
|
|
|
NM
(1)
|
|
|
|
|
|
|
|
|
|
||||||
OIBDA margin
|
29.2
|
%
|
|
10.0
|
%
|
|
19.2 p.p.
|
|
|
18.8 p.p.
|
|
(1)
|
Number is not meaningful.
|
|
For the Three Months Ended March 31, (US$ 000's)
|
||||||||||||
|
|
|
|
|
Movement
|
||||||||
|
2016
|
|
|
2015
|
|
|
% Act
|
|
|
% Lfl
|
|
||
Television advertising
|
$
|
17,845
|
|
|
$
|
16,306
|
|
|
9.4
|
%
|
|
12.1
|
%
|
Carriage fees and subscriptions
|
317
|
|
|
300
|
|
|
5.7
|
%
|
|
8.2
|
%
|
||
Other
|
900
|
|
|
932
|
|
|
(3.4
|
)%
|
|
(1.0
|
)%
|
||
Net revenues
|
19,062
|
|
|
17,538
|
|
|
8.7
|
%
|
|
11.4
|
%
|
||
Costs charged in arriving at OIBDA
|
16,669
|
|
|
17,683
|
|
|
(5.7
|
)%
|
|
(2.6
|
)%
|
||
OIBDA
|
$
|
2,393
|
|
|
$
|
(145
|
)
|
|
NM
(1)
|
|
|
NM
(1)
|
|
|
|
|
|
|
|
|
|
||||||
OIBDA margin
|
12.6
|
%
|
|
(0.8
|
)%
|
|
13.4 p.p.
|
|
|
12.5 p.p.
|
|
|
For the Three Months Ended March 31, (US$ 000's)
|
||||||||||||
|
|
|
|
|
Movement
|
||||||||
|
2016
|
|
|
2015
|
|
|
% Act
|
|
|
% Lfl
|
|
||
Television advertising
|
$
|
9,804
|
|
|
$
|
9,952
|
|
|
(1.5
|
)%
|
|
0.9
|
%
|
Carriage fees and subscriptions
|
1,184
|
|
|
988
|
|
|
19.8
|
%
|
|
23.6
|
%
|
||
Other
|
665
|
|
|
540
|
|
|
23.1
|
%
|
|
26.2
|
%
|
||
Net revenues
|
11,653
|
|
|
11,480
|
|
|
1.5
|
%
|
|
4.0
|
%
|
||
Costs charged in arriving at OIBDA
|
12,361
|
|
|
11,120
|
|
|
11.2
|
%
|
|
14.3
|
%
|
||
OIBDA
|
$
|
(708
|
)
|
|
$
|
360
|
|
|
NM
(1)
|
|
|
NM
(1)
|
|
|
|
|
|
|
|
|
|
||||||
OIBDA margin
|
(6.1
|
)%
|
|
3.1
|
%
|
|
(9.2) p.p.
|
|
|
(9.5) p.p.
|
|
|
For the Three Months Ended March 31, (US$ 000's)
|
|||||||||
|
2016
|
|
|
2015
|
|
|
Movement
|
|
||
Net cash generated from continuing operating activities
|
$
|
39,658
|
|
|
$
|
30,755
|
|
|
28.9
|
%
|
Capital expenditures, net
|
(6,076
|
)
|
|
(7,429
|
)
|
|
(18.2
|
)%
|
||
Free cash flow
|
33,582
|
|
|
23,326
|
|
|
44.0
|
%
|
||
Cash paid for interest
|
2,640
|
|
|
1,263
|
|
|
109.0
|
%
|
||
Cash paid for Guarantee Fees
|
10,000
|
|
|
—
|
|
|
NM
(1)
|
|
||
Unlevered free cash flow
|
$
|
46,222
|
|
|
$
|
24,589
|
|
|
88.0
|
%
|
(US$ 000's)
|
March 31, 2016
|
|
|
December 31, 2015
|
|
|
Movement
|
|
||
Cash and cash equivalents
|
$
|
98,419
|
|
|
$
|
61,679
|
|
|
59.6
|
%
|
|
For the Three Months Ended March 31, (US$ 000's)
|
||||||||||||
|
|
|
|
|
Movement
|
||||||||
|
2016
|
|
|
2015
|
|
|
% Act
|
|
|
% Lfl
|
|
||
Revenue:
|
|
|
|
|
|
|
|
||||||
Television advertising
|
$
|
104,171
|
|
|
$
|
101,615
|
|
|
2.5
|
%
|
|
4.3
|
%
|
Carriage fees and subscriptions
|
19,209
|
|
|
18,778
|
|
|
2.3
|
%
|
|
5.9
|
%
|
||
Other revenue
|
5,620
|
|
|
5,740
|
|
|
(2.1
|
)%
|
|
(0.1
|
)%
|
||
Net Revenues
|
129,000
|
|
|
126,133
|
|
|
2.3
|
%
|
|
4.3
|
%
|
||
Operating expenses:
|
|
|
|
|
|
|
|
||||||
Content costs
|
71,978
|
|
|
71,290
|
|
|
1.0
|
%
|
|
3.6
|
%
|
||
Other operating costs
|
16,454
|
|
|
17,038
|
|
|
(3.4
|
)%
|
|
(1.0
|
)%
|
||
Depreciation of property, plant and equipment
|
7,285
|
|
|
7,001
|
|
|
4.1
|
%
|
|
6.4
|
%
|
||
Amortization of broadcast licenses and other intangibles
|
2,060
|
|
|
3,499
|
|
|
(41.1
|
)%
|
|
(39.9
|
)%
|
||
Cost of revenues
|
97,777
|
|
|
98,828
|
|
|
(1.1
|
)%
|
|
1.5
|
%
|
||
Selling, general and administrative expenses
|
23,460
|
|
|
43,901
|
|
|
(46.6
|
)%
|
|
(45.8
|
)%
|
||
Restructuring costs
|
—
|
|
|
643
|
|
|
(100.0
|
)%
|
|
(100.0
|
)%
|
||
Operating income / (loss)
|
$
|
7,763
|
|
|
$
|
(17,239
|
)
|
|
NM
(1)
|
|
|
NM
(1)
|
|
(1)
|
Number is not meaningful.
|
|
For the Three Months Ended March 31, (US$ 000's)
|
|||||||||
|
2016
|
|
|
2015
|
|
|
% Act
|
|
||
Interest expense
|
$
|
(49,154
|
)
|
|
$
|
(40,118
|
)
|
|
(22.5
|
)%
|
Non-operating income / (expense):
|
|
|
|
|
|
|||||
Interest income
|
108
|
|
|
112
|
|
|
(3.6
|
)%
|
||
Foreign currency exchange gain / (loss), net
|
15,422
|
|
|
(11,489
|
)
|
|
NM
(1)
|
|
||
Change in fair value of derivatives
|
(14,050
|
)
|
|
(1,010
|
)
|
|
NM
(1)
|
|
||
Other expense, net
|
(64
|
)
|
|
(354
|
)
|
|
81.9
|
%
|
||
Provision for income taxes
|
(719
|
)
|
|
(145
|
)
|
|
NM
(1)
|
|
||
Loss from discontinued operations, net of tax
|
—
|
|
|
(3,288
|
)
|
|
100.0
|
%
|
||
Net loss attributable to noncontrolling interests
|
259
|
|
|
257
|
|
|
0.8
|
%
|
||
Other comprehensive income / (loss):
|
|
|
|
|
|
|||||
Currency translation adjustment, net
|
19,058
|
|
|
(103,764
|
)
|
|
NM
(1)
|
|
||
Unrealized loss on derivative instruments
|
(1,248
|
)
|
|
(607
|
)
|
|
(105.6
|
)%
|
(1)
|
Number is not meaningful.
|
|
Condensed Consolidated Balance Sheet (US$ 000’s)
|
|||||||||
|
March 31, 2016
|
|
|
December 31, 2015
|
|
|
Movement
|
|
||
Current assets
|
$
|
363,933
|
|
|
$
|
358,284
|
|
|
1.6
|
%
|
Non-current assets
|
1,130,865
|
|
|
1,082,133
|
|
|
4.5
|
%
|
||
Current liabilities
|
186,268
|
|
|
146,308
|
|
|
27.3
|
%
|
||
Non-current liabilities
|
1,010,737
|
|
|
974,270
|
|
|
3.7
|
%
|
||
Temporary equity
|
245,708
|
|
|
241,198
|
|
|
1.9
|
%
|
||
CME Ltd. shareholders’ equity
|
51,277
|
|
|
77,260
|
|
|
(33.6
|
)%
|
||
Noncontrolling interests in consolidated subsidiaries
|
808
|
|
|
1,381
|
|
|
(41.5
|
)%
|
|
For the Three Months Ended March 31, (US$ 000's)
|
||||||
|
2016
|
|
|
2015
|
|
||
Net cash generated from continuing operating activities
|
$
|
39,658
|
|
|
$
|
30,755
|
|
Net cash used in continuing investing activities
|
(6,076
|
)
|
|
(7,429
|
)
|
||
Net cash used in continuing financing activities
|
(682
|
)
|
|
(851
|
)
|
||
Net cash provided by discontinued operations
|
328
|
|
|
114
|
|
||
Impact of exchange rate fluctuations on cash and cash equivalents
|
3,512
|
|
|
(3,598
|
)
|
||
Net increase in cash and cash equivalents
|
$
|
36,740
|
|
|
$
|
18,991
|
|
|
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
|
$
|
1,087,195
|
|
|
$
|
—
|
|
|
$
|
285,536
|
|
|
$
|
801,659
|
|
|
$
|
—
|
|
Long-term debt – interest
|
498,302
|
|
|
29,170
|
|
|
149,236
|
|
|
319,896
|
|
|
—
|
|
|||||
Unconditional purchase obligations
|
129,922
|
|
|
56,517
|
|
|
55,133
|
|
|
15,671
|
|
|
2,601
|
|
|||||
Operating leases
|
9,336
|
|
|
3,645
|
|
|
3,400
|
|
|
993
|
|
|
1,298
|
|
|||||
Capital lease obligations
|
3,811
|
|
|
1,275
|
|
|
2,053
|
|
|
483
|
|
|
—
|
|
|||||
Other long-term obligations
|
45,367
|
|
|
24,291
|
|
|
10,693
|
|
|
10,100
|
|
|
283
|
|
|||||
Total contractual obligations
|
$
|
1,773,933
|
|
|
$
|
114,898
|
|
|
$
|
506,051
|
|
|
$
|
1,148,802
|
|
|
$
|
4,182
|
|
Expected Maturity Dates
|
|
2016
|
|
|
2017
|
|
|
2018
|
|
|
2019
|
|
|
2020
|
|
|
Thereafter
|
|
Long-term Debt (000's):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Variable rate (EUR)
(1)
|
|
—
|
|
|
250,800
|
|
|
—
|
|
|
235,335
|
|
|
—
|
|
|
—
|
|
Average interest rate
|
|
—
|
|
|
1.50
|
%
|
|
—
|
|
|
1.50
|
%
|
|
—
|
|
|
—
|
|
Fixed rate (US$)
|
|
—
|
|
|
540,698
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Average interest rate
|
|
—
|
|
|
15.00
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest Rate Swaps (000's):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Variable to fixed (EUR)
|
|
—
|
|
|
250,800
|
|
|
—
|
|
|
235,335
|
|
|
—
|
|
|
—
|
|
Average pay rate
|
|
—
|
|
|
0.21
|
%
|
|
—
|
|
|
0.31
|
%
|
|
—
|
|
|
—
|
|
Average receive rate
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
|
(1)
|
As discussed in Item 1,
Note 4, "Long-term Debt and Other Financing Arrangements"
, as consideration for Time Warner's guarantee of the 2018 Euro Term Loan and the 2019 Euro Term Loan, we pay Guarantee Fees to Time Warner based on the amounts outstanding on the 2018 Euro Term Loan and the 2019 Euro Term Loan, each calculated such that the all-in borrowing rate on each is 8.5% per annum.
|
PRO FORMA
|
||||||||||||||||||||
Expected Maturity Dates
|
|
2016
|
|
|
2017
|
|
|
2018
|
|
2019
|
|
|
2020
|
|
|
Thereafter
|
||||
Long-term Debt (000's):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Variable rate (EUR)
|
|
—
|
|
|
—
|
|
|
250,800
|
|
|
|
235,335
|
|
|
—
|
|
|
468,800
|
|
|
Average interest rate
(1)
|
|
—
|
|
|
—
|
|
|
1.50
|
%
|
|
|
1.50
|
%
|
|
—
|
|
|
1.50
|
%
|
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest Rate Swaps (000's):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Variable to fixed (EUR)
|
|
—
|
|
|
250,800
|
|
|
250,800
|
|
(3)
|
|
235,335
|
|
|
—
|
|
|
468,800
|
|
|
Average pay rate
|
|
—
|
|
|
0.21
|
%
|
|
0.14
|
%
|
|
|
0.31
|
%
|
|
—
|
|
|
0.28
|
%
|
(4)
|
Average receive rate
|
|
—
|
|
|
—
|
%
|
|
—
|
%
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
(4)
|
(1)
|
As discussed in Item 1,
Note 4, "Long-term Debt and Other Financing Arrangements"
, as consideration for Time Warner's guarantee of the 2018 Euro Term Loan and the 2019 Euro Term Loan, we pay Guarantee Fees to Time Warner based on the amounts outstanding on the 2018 Euro Term Loan and the 2019 Euro Term Loan, each calculated such that the all-in borrowing rate on each is 8.5% per annum.
|
(2)
|
The interest rate on the 2021 Euro Term Loan was determined based on the prevailing three-month EURIBOR as of the date of the drawdown, plus a margin of between
1.07%
and
1.90%
. If drawn on March 31, 2016, the rate on the 2021 Euro Term Loan would have been
1.50%
. As consideration for Time Warner's guarantee of the 2021 Euro Term Loan, we will pay a guarantee fee to Time Warner on the amount outstanding on the 2021 Euro Term Loan calculated on a per annum basis equal to 10.5% (as of April 7, 2016, the date of the draw down) minus the actual rate of interest paid by CME to the lenders under the 2021 Euro Term Loan.
|
(3)
|
The interest rate swaps maturing in 2018 are forward starting, to coincide with the maturity date of the interest rate swaps maturing in 2017. See Item 1,
Note 11, "Financial Instruments and Fair Value Measurements"
.
|
(4)
|
In April 2016, we entered into interest rate swaps to reduce our exposure to interest rate movements until the maturity of the 2021 Euro Term Loan on February 19, 2021.
|
Expected Maturity Dates
|
|
2016
|
|
|
2017
|
|
|
2018
|
|
|
2019
|
|
|
2020
|
|
|
Thereafter
|
|
Long-term Debt (000's):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Variable rate (EUR)
1
|
|
—
|
|
|
250,800
|
|
|
—
|
|
|
235,335
|
|
|
—
|
|
|
—
|
|
Average interest rate
|
|
—
|
|
|
1.50
|
%
|
|
—
|
|
|
1.50
|
%
|
|
—
|
|
|
—
|
|
Fixed rate (US$)
|
|
—
|
|
|
540,698
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Average interest rate
|
|
—
|
|
|
15.00
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest Rate Swaps (000's):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Variable to fixed (EUR)
|
|
—
|
|
|
250,800
|
|
|
—
|
|
|
235,335
|
|
|
—
|
|
|
—
|
|
Average pay rate
|
|
—
|
|
|
0.21
|
%
|
|
—
|
|
|
0.31
|
%
|
|
—
|
|
|
—
|
|
Average receive rate
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
|
(1)
|
As discussed in Item 8,
Note 4, "Long-term Debt and Other Financing Arrangements"
, as consideration for Time Warner's guarantee of the 2018 Euro Term Loan and the 2019 Euro Term Loan, we pay Guarantee Fees to Time Warner based on the amounts outstanding on the 2018 Euro Term Loan and the 2019 Euro Term Loan, each calculated on a per annum basis equal to 8.5% minus the rate of interest paid by CME to the lenders under the 2018 Euro Term Loan and the 2019 Euro Term Loan, respectively.
|
Exhibit Number
|
|
Description
|
10.01*
|
|
Credit Agreement dated as of February 19, 2016 among CME Media Enterprises B.V., as borrower, Central European Media Enterprises Ltd., as guarantor, BNP Paribas, as administrative agent, Time Warner Inc., as guarantor, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 22, 2016).
|
|
|
|
10.02*
|
|
Amendment dated as of February 19, 2016 to the Credit Agreement dated as of November 14, 2014, among Central European Media Enterprises Ltd., as borrower, BNP Paribas, as administrative agent, Time Warner Inc., as guarantor, and the lenders party thereto (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on February 22, 2016).
|
|
|
|
10.03*
|
|
Amendment dated as of February 19, 2016 to the Credit Agreement dated as of September 30, 2015, among Central European Media Enterprises Ltd., as borrower, BNP Paribas, as administrative agent, Time Warner Inc., as guarantor, and the lenders party thereto (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on February 22, 2016).
|
|
|
|
10.04*
|
|
Amendment and Restatement Agreement in respect of the Amended and Restated Revolving Loan Facility Credit Agreement dated as of November 14, 2014, as amended and restated as of February 19, 2016 among Central European Media Enterprises Ltd., as borrower, Time Warner Inc. as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed on February 22, 2016).
|
|
|
|
10.05*
|
|
Amended and Restated Reimbursement Agreement dated as of November 14, 2014 as amended and restated as of February 19, 2016 among Central European Media Enterprises Ltd., CME Media Enterprises B.V., and Time Warner Inc., as credit guarantor (incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K filed on February 22, 2016).
|
|
|
|
10.06*
|
|
Pledge Agreement on Shares in Central European Media Enterprises N.V. dated February 19, 2016 among Central European Media Enterprises Ltd., as pledgor, Time Warner Inc., as pledgee, and Central European Media Enterprises N.V. (incorporated by reference to Exhibit 10.10 to the Company’s Current Report on Form 8-K filed on February 22, 2016).
|
|
|
|
10.07*
|
|
Deed of Pledge of Shares (CME Media Enterprises B.V.) dated February 19, 2016 among Central European Media Enterprises N.V., as pledgor, Time Warner Inc. as pledgee, and CME Media Enterprises B.V. (incorporated by reference to Exhibit 10.11 to the Company’s Current Report on Form 8-K filed on February 22, 2016).
|
|
|
|
10.08*
|
|
Deed of Amendment dated February 19, 2016 to the Intercreditor Agreement dated July 21, 2006, as amended and restated, among Central European Media Enterprises Ltd., Central European Media Enterprises N.V., CME Media Enterprises B.V., and the other parties thereto (incorporated by reference to Exhibit 10.12 to the Company’s Current Report on Form 8-K filed on February 22, 2016).
|
|
|
|
10.09*
|
|
Intercreditor Agreement dated July 21, 2006, as amended and restated, among Central European Media Enterprises Ltd., Central European Media Enterprises N.V., CME Media Enterprises B.V., and the other parties thereto (incorporated by reference to Exhibit 10.13 to the Company’s Current Report on Form 8-K filed on February 22, 2016).
|
|
|
|
10.10+
|
|
Form of Restricted Stock Unit Award Agreement (performance-based vesting) (for use from March 2015).
|
|
|
|
10.11+
|
|
Form of Restricted Stock Unit Award Agreement (time-based vesting) (2015 Plan, for use from March 2016).
|
|
|
|
31.01
|
|
Certification of Co-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 Co-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.
|
|
|
|
31.03
|
|
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 co-Principal Executive Officers 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
|
|
|
Central European Media Enterprises Ltd.
|
Date:
|
April 27, 2016
|
/s/ David Sturgeon
David Sturgeon
Executive Vice President and Chief Financial Officer
Principal Financial Officer and Principal Accounting Officer
|
Exhibit Number
|
|
Description
|
10.01*
|
|
Credit Agreement dated as of February 19, 2016 among CME Media Enterprises B.V., as borrower, Central European Media Enterprises Ltd., as guarantor, BNP Paribas, as administrative agent, Time Warner Inc., as guarantor, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 22, 2016).
|
|
|
|
10.02*
|
|
Amendment dated as of February 19, 2016 to the Credit Agreement dated as of November 14, 2014, among Central European Media Enterprises Ltd., as borrower, BNP Paribas, as administrative agent, Time Warner Inc., as guarantor, and the lenders party thereto (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on February 22, 2016).
|
|
|
|
10.03*
|
|
Amendment dated as of February 19, 2016 to the Credit Agreement dated as of September 30, 2015, among Central European Media Enterprises Ltd., as borrower, BNP Paribas, as administrative agent, Time Warner Inc., as guarantor, and the lenders party thereto (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on February 22, 2016).
|
|
|
|
10.04*
|
|
Amendment and Restatement Agreement in respect of the Amended and Restated Revolving Loan Facility Credit Agreement dated as of November 14, 2014, as amended and restated as of February 19, 2016 among Central European Media Enterprises Ltd., as borrower, Time Warner Inc. as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed on February 22, 2016).
|
|
|
|
10.05*
|
|
Amended and Restated Reimbursement Agreement dated as of November 14, 2014 as amended and restated as of February 19, 2016 among Central European Media Enterprises Ltd., CME Media Enterprises B.V., and Time Warner Inc., as credit guarantor (incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K filed on February 22, 2016).
|
|
|
|
10.06*
|
|
Pledge Agreement on Shares in Central European Media Enterprises N.V. dated February 19, 2016 among Central European Media Enterprises Ltd., as pledgor, Time Warner Inc., as pledgee, and Central European Media Enterprises N.V. (incorporated by reference to Exhibit 10.10 to the Company’s Current Report on Form 8-K filed on February 22, 2016).
|
|
|
|
10.07*
|
|
Deed of Pledge of Shares (CME Media Enterprises B.V.) dated February 19, 2016 among Central European Media Enterprises N.V., as pledgor, Time Warner Inc. as pledgee, and CME Media Enterprises B.V. (incorporated by reference to Exhibit 10.11 to the Company’s Current Report on Form 8-K filed on February 22, 2016).
|
|
|
|
10.08*
|
|
Deed of Amendment dated February 19, 2016 to the Intercreditor Agreement dated July 21, 2006, as amended and restated, among Central European Media Enterprises Ltd., Central European Media Enterprises N.V., CME Media Enterprises B.V., and the other parties thereto (incorporated by reference to Exhibit 10.12 to the Company’s Current Report on Form 8-K filed on February 22, 2016).
|
|
|
|
10.09*
|
|
Intercreditor Agreement dated July 21, 2006, as amended and restated, among Central European Media Enterprises Ltd., Central European Media Enterprises N.V., CME Media Enterprises B.V., and the other parties thereto (incorporated by reference to Exhibit 10.13 to the Company’s Current Report on Form 8-K filed on February 22, 2016).
|
|
|
|
10.10+
|
|
Form of Restricted Stock Unit Award Agreement (performance-based vesting) (for use from March 2015).
|
|
|
|
10.11+
|
|
Form of Restricted Stock Unit Award Agreement (time-based vesting) (2015 Plan, for use from March 2016).
|
|
|
|
31.01
|
|
Certification of Co-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 Co-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.
|
|
|
|
31.03
|
|
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 co-Principal Executive Officers 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
|
1.
|
Grant of Award
. The Company hereby grants to the Grantee as of the date hereof, in accordance with the terms of the Company’s Amended and Restated Stock Incentive Plan (as amended, the “
Plan
”) and subject to and upon the terms, conditions and restrictions of this Agreement, a “
Target
” award of [
•
] restricted stock units (the “
Performance Restricted Stock Units
”, “
PRSUs
” or the “
Award
”). Subject to the provisions of this Agreement, the total number of PRSUs that will vest as of any Vesting Date (as defined in Annex A) will be determined in accordance with the provisions of Annex A and is subject to the satisfaction of the performance vesting criteria set out in Annex A hereto and Grantee’s continuous employment with the Company or any of its Subsidiaries (“
Service
”) from the date hereof through the corresponding Vesting Date.
|
2.
|
Additional Vesting Provisions
|
(a)
|
Right to Award
. The actual vesting of any PRSUs will be determined based on the satisfaction of the performance vesting requirements in accordance with Annex A and with the applicable provisions of the Plan and this Agreement.
|
(b)
|
Termination of Service
. In the event the Grantee’s Service ceases for any reason (other than as provided in Section 2(c) below or Annex B), Performance Restricted Stock Units that have not previously vested prior to such cessation of Service shall immediately be forfeited to the Company without payment of any consideration for the Performance Restricted Stock Units, and the Grantee will have no further right, title or interest in or to such Performance Restricted Stock Units or the underlying shares.
|
(c)
|
Death or Disability
. In the event the Grantee’s Service ceases due to the Grantee’s death or termination by the Company due to disability, the performance restrictions on the Target amount of Performance Restricted Stock Units that have not previously vested shall lapse and such Performance Restricted Stock Units shall become fully vested upon such cessation. For purposes of this Agreement, “disability” means the Grantee’s inability to perform the duties and responsibilities required of the Grantee by reason of a physical or mental disability or infirmity which has continued for more than one hundred and twenty (120) consecutive calendar days in any twelve (12) consecutive month period, as determined by the Committee.
|
(d)
|
Change of Control
. Notwithstanding any other provision of this Agreement or the Plan, Awards of Performance Restricted Stock Units that have not previously vested will vest in accordance with the provisions of Annex B in connection with a Change of Control or a Time Warner Transaction (as defined in Annex B). Section 17.B. of the Plan shall not apply to this Award.
|
3.
|
Settlement of the Award; Delivery of Shares
.
|
(a)
|
Delivery of Shares
. Subject to Sections 5, 7 and 8, the Company shall issue shares of Class A Common Stock within sixty (60) days following the vesting of the Award or portion thereof.
|
(b)
|
Book-entry Settlement
. Upon issuance of shares of Class A Common Stock, the Company shall name the Grantee as the registered holder of such shares in the Company’s share register.
|
4.
|
Adjustments for Changes in Capitalization
. In the event the Committee makes any adjustment to the Performance Restricted Stock Units underlying the Award pursuant to the Plan following a change of capitalization, any additional Performance Restricted Stock Units or other property that become subject to the Award will, unless otherwise determined by the Committee, be subject to the same forfeiture restrictions, delivery requirements and other provisions of this Agreement applicable to Performance Restricted Stock Units underlying this Award. No fractional shares or rights to fractional shares of Class A Common Stock will be created or issued. Any fraction of a share will be rounded down to the nearest whole share.
|
5.
|
Withholding Taxes
. Grantee acknowledges that Grantee may be liable for taxes assessed and/or withheld on the Award pursuant to applicable federal, state, national or local law under the applicable laws of the jurisdiction where the Grantee is resident or may otherwise be applicable to the Grantee in respect of the Performance Restricted Stock Units or the issuance of shares of Class A Common Stock underlying the Performance Restricted Stock Units.
|
(a)
|
Amount of Withholding Taxes
. Prior to the settlement of any portion of the Award, the Company shall inform the Grantee of (i) the estimated amount of any federal, state, national, local income and employment taxes and social, health or national insurance (collectively, “Taxes”) which the Company determines will be owed by the Grantee, by reason of the vesting and/or settlement of the Award and (ii) the amount, if any, that the Company or any of its Subsidiaries will be required to withhold from the Grantee by reason of such vesting and/or settlement.
|
(b)
|
Payment of Withholding Taxes
. The Grantee may satisfy its obligation in respect of withholding Taxes: (a) by paying to the Company in cash an amount equal to the withholding Taxes no later than the date of settlement of the Award; or (b) subject to compliance with applicable law and the Company’s Insider Trading Policy, by delivering to the Company an instruction to a broker approved by the Company providing for the assignment of the proceeds from the sale of some or all of the shares of Class A Common Stock to be received on the settlement of an Award. The Company may withhold amounts from any compensation otherwise payable to the Grantee by the Company or any of its Subsidiaries, and the Grantee hereby authorizes the withholding from compensation payable to Grantee, any amounts required to satisfy the federal, state, national or local withholding Tax obligations of the Company or any of its Subsidiaries in connection with the Award. The Company shall not be required to deliver any shares of Class A Common Stock if it has not received satisfactory evidence of payment of all withholding Taxes.
|
(c)
|
Satisfying Withholding Tax Obligations with Shares
. The Company may, in the discretion of the Committee, permit the Grantee to satisfy all or any portion of the Company’s or any of its Subsidiaries’ obligations for withholding Taxes in respect of an Award by deducting from the shares of Class A Common Stock the Grantee would otherwise receive a number of shares having a fair market value equal to the amount of withholding Taxes that are payable (using the minimum statutory rates of withholding for purposes of determining such amount). The Grantee agrees that delivery of a number of shares of Class A Common Stock net of the amount deducted for purposes of satisfying withholding Tax obligations shall be full settlement of the Award for all purposes.
|
6.
|
Non Transferability.
The Grantee shall not sell, assign, exchange, transfer (other than by will or the laws of descent or distribution), pledge, charge, hypothecate or otherwise dispose of or encumber the Award or the Performance Restricted Stock Units.
|
7.
|
Rights as a Shareholder
. Neither the Grantee nor the Grantee’s representative shall have any rights as a shareholder with respect to any shares of Class A Common Stock underlying any Performance Restricted Stock Units until such Award or any of its portion, as the case may be, has vested and such shares of Class A Common Stock have been issued, recorded in the records of the Company or its transfer agent and delivered to the Grantee. The Grantee must complete such administrative documentation required by this Agreement or the Committee before the Company may issue the shares of Class A Common Stock, record such issuance in the records of the Company or its transfer agent and deliver such shares of Class A Common Stock to the Grantee following a Vesting Date. The Company may postpone such issuance, recording and delivery of the shares of Class A Common Stock if such proper documentation is not received by the Company. If proper documentation is not received by the Company within sixty (60) days of a Vesting Date, the corresponding portion of the Award, in the sole discretion of the Committee, may be forfeited for no consideration.
|
8.
|
Regulatory Compliance
. The Company may postpone issuing and recording the shares of Class A Common Stock to the Grantee issuable pursuant to this Agreement in the records of the Company or its transfer agent for such period as may be required to comply with any applicable requirements under any applicable securities laws, the listing requirements of any applicable stock exchange, and any requirements under any other applicable law, and the Company shall not be obligated to deliver any such shares of Class A Common Stock to the Grantee if either delivery thereof would constitute a violation of any provision of any law or of any regulation of any governmental authority or any applicable stock exchange. The Company shall not be liable to the Grantee or its representative for any damages relating from any delays in recording the issuance and delivery of shares to the Grantee in the records of the Company or its transfer agent or any mistakes or errors connected therewith.
|
9.
|
Effect Upon Service.
Nothing contained in this Agreement or in the Plan shall confer upon the Grantee any right with respect to the continuation of the Grantee’s Service with the Company or interfere in any way with the right of the Company, subject to the terms of any separate agreement to the contrary, at any time to terminate such Service.
|
10.
|
Reference to the Plan.
The Award has been granted pursuant to and subject to the provisions of the Plan, which are hereby incorporated herein by reference. Except as otherwise provided herein, in the event of any conflict between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall govern. All capitalized terms that are used in this Agreement and not otherwise defined herein shall have the meanings ascribed to them in the Plan.
|
11.
|
Determinations.
The Committee has the power to interpret the Plan and this Agreement and to administer, interpret and apply the Plan in respect of the Performance Restricted Stock Units in a manner consistent with the terms thereof and hereof (including, but not limited to, determining, in is sole and absolute discretion, whether any Performance Restricted Stock Units have vested and whether any unvested Performance Restricted Stock Units of the Grantee may be accelerated and the corresponding Vesting Date thereof). Each determination, interpretation or other action made or taken pursuant to the provisions of this Agreement by the Committee shall be final and conclusive for all purposes and shall be binding upon all persons, including, without limitation, the Company and the Grantee, and the Grantee’s respective successors and assigns.
|
12.
|
Incentive Compensation Recoupment Policy
. The Award and the underlying Performance Restricted Stock Units are subject to recoupment in accordance with the Company’s Incentive Compensation Recoupment Policy in effect from time to time.
|
13.
|
Section 409A of the Code
. It is intended that the Performance Restricted Stock Units are exempt from Sections 409A and 457A of the U.S. Internal Revenue Code of 1986 (as amended, the “
Code
”) pursuant to the “short-term deferral” rule applicable to each such section, as set forth in the regulations or other guidance published thereunder. Notwithstanding the foregoing, the Grantee shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on the Grantee in connection with the Award (including any taxes and penalties under Sections 409A and 457A of the Code), and neither the Company nor any of its Subsidiaries shall have any obligation to indemnify or otherwise hold the Grantee harmless from any or all of such taxes or penalties.
|
14.
|
Acceptance of Award
. The grant of Performance Restricted Stock Units evidenced by this Agreement shall be forfeited for no consideration if this Agreement is not accepted by the Grantee by executing and returning a copy of this Agreement to the Company within ninety (90) days of the date hereof.
|
15.
|
Amendment
. The Grantee hereby consents to any amendment to this Agreement in any way the Committee deems necessary or advisable to comply with or satisfy exemption from Sections 409A and 457A of the Code, to carry out the purpose of the grant, or in connection with any change in applicable laws or regulation or any future law or regulation. Except as provided above, any amendment to this Agreement must be in writing and signed by the Company and the Grantee.
|
16.
|
Governing Law.
This Agreement and all determinations made and actions taken pursuant hereto shall be governed by the laws of Bermuda.
|
17.
|
Severability
. In the event any provision of this Agreement shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions of this Agreement, and this Agreement shall be construed and enforced as if such illegal or invalid provision had not been included.
|
18.
|
Counterparts
. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.
|
1.
|
For purposes of this Agreement, the following definitions shall apply:
|
2.
|
Subject to Sections 2(b), (c) and (d) of this Agreement and the receipt of Confirmation, the Award will become vested on March 13, 2019 (the “
Final
Vesting Date
”) as follows:
|
a.
|
200% of the Target OIBDA Award will vest if the Company has achieved the Target OIBDA Maximum;
|
b.
|
200% of the Target FCF Award will vest if the Company has achieved the Target FCF Maximum;
|
c.
|
100% of the Target OIBDA Award will vest if the Company has achieved Target OIBDA;
|
d.
|
100% of the Target FCF Award will vest if the Company has achieved the Target FCF;
|
e.
|
50% the Target OIBDA Award will vest if the Company has achieved the Target OIBDA Minimum;
|
f.
|
50% of the Target FCF Award will vest if the Company has achieved the Target FCF Minimum;
|
g.
|
0% of the Target OIBDA Award will vest on the Final Vesting Date if the Company has achieved less than the Target OIBDA Minimum; and
|
h.
|
0% of the Target FCF Award will vest on the Final Vesting Date if the Company has achieved less than the Target FCF Minimum;
|
3.
|
Subject to Sections 2(b), (c) and (d) of this Agreement and receipt of Confirmation and notwithstanding anything to the contrary herein, an amount of 25% of Target (representing [
•
] PRSUs) will vest on March 13, 2017 (the “
Second Anniversary Early Vesting Date
”) if and only to the extent the Company has achieved both (i) the Second Anniversary Target OIBDA and (ii) the Second Anniversary Target FCF.
|
4.
|
Subject to Sections 2(b), (c) and (d) of this Agreement and receipt of Confirmation and notwithstanding anything to the contrary herein, 25% of Target (representing [
•
] PRSUs) will vest on March 13, 2018 (the “
Third Anniversary Early Vesting Date
”) if and only to the extent the Company has achieved both (i) the Third Anniversary Target OIBDA and (ii) the Third Anniversary Target FCF.
|
5.
|
In the event 25% of Target (representing [
•
] PRSUs) becomes vested on the Second Anniversary Early Vesting Date pursuant to clause 3 above, then the Total Award shall be reduced by such number of PRSUs, provided, that the Total Award is not less than zero. In the event 25% of Target (representing [
•
] PRSUs) is vested on the Third Anniversary Early Vesting Date pursuant to clause 4 above, then the Total Award shall be reduced by such number of PRSUs, provided, that the Total Award is not less than zero. For the avoidance of doubt, any PRSUs that vest on the Second Anniversary Early Vesting Date or the Third Anniversary Early Vesting Date will not be affected or subject to adjustment based on the size of the Total Award.
|
6.
|
Any PRSUs that do not vest as of the Final Vesting Date and which have not previously been forfeited pursuant to the terms of this Agreement will automatically terminate as of the Final Vesting Date and shall immediately be forfeited to the Company without payment of any consideration for the PRSUs, and the Grantee will have no further right, title or interest in or to such PRSUs or the underlying shares of Class A Common Stock.
|
7.
|
In the event of a financing or corporate transaction that has a material impact on OIBDA or FCF that is not contemplated in the Company’s 2015 budget, the Compensation Committee may determine in its sole discretion in good faith a reasonable adjustment to the cumulative OIBDA or the cumulative FCF for any applicable Performance Period.
|
1.
|
For purposes of this Agreement, the following definitions shall apply:
|
2.
|
In the event of a Change of Control, the performance conditions for awards of Performance Restricted Stock Units that have not previously vested will lapse and an amount equal to (i) the number of PRSUs determined in accordance with clause 2 of Annex A based on a performance level that would result from (A) the sum of the cumulative actual OIBDA for each fiscal year of the Four-Year Performance Period completed prior to the Change of Control and the amount of Target OIBDA for each fiscal year of the Four-Year Performance Period that was not completed prior to the Change of Control,
plus
(B) the sum of the cumulative actual FCF for each fiscal year of the Four-Year Performance Period completed prior to the Change of Control and the amount of Target FCF for each fiscal year of the Four-Year Performance Period that was not completed prior to the Change of Control,
minus
(ii) the amount of PRSUs that have vested on the Second Anniversary Early Vesting Date and the Third Anniversary Early Vesting Date, if either has occurred prior to the Change of Control, will fully vest immediately prior to such Change of Control.
|
3.
|
In the event of a Time Warner Transaction and the Company continues to be publicly traded with its shares of Class A common stock listed on the NASDAQ Global Market, the PRSUs granted hereunder will continue to vest in accordance with the performance conditions set out in Annex A until the earliest to occur of (i) the Final Vesting Date, (ii) a Qualifying Termination Event, (iii) subject to clause 4 below, a Delisting Event, or (iv) subject to clause 4 below, a Disposition Event.
|
4.
|
In connection with a Delisting Event or a Disposition Event, the performance conditions for awards of Performance Restricted Stock Units that have not previously vested will lapse and an amount equal to (i) the number of PRSUs determined in accordance with clause 2 of Annex A based on a performance level that would result from (A) the sum of the cumulative actual OIBDA for each fiscal year of the Four-Year Performance Period completed prior to such Delisting Event or Disposition Event and the amount of Target OIBDA for each fiscal year of the Four-Year Performance Period that was not completed prior to such Delisting Event or Disposition Event,
plus
(B) the sum of the cumulative actual FCF for each fiscal year of the Four-Year Performance Period completed prior to such Delisting Event or Disposition Event and the amount of Target FCF for each fiscal year of the Four-Year Performance Period that was not completed prior to such Delisting Event or Disposition Event
minus
(ii) the amount of PRSUs that have vested on the Second Anniversary Early Vesting Date and the Third Anniversary Early Vesting Date (if any) will fully vest immediately prior to such Delisting Event or Disposition Event.
|
1.
|
Grant of Award
. The Company hereby grants to the Grantee, in accordance with the terms of the Plan and subject to and upon the terms, conditions and restrictions of this Agreement, the number of restricted stock units (the “Restricted Stock Units”, “RSUs” or the “Award”) as follows:
|
STOCK UNITS GRANTED:
|
[•] (in words: [•])
|
VESTING SCHEDULE:
|
Restricted Stock Units will vest in four installments on the date in the following schedule (the “Regular Vesting Schedule”), subject to the Grantee’s continuous employment with the Company or any of its Affiliates or service as a non-executive director of the Company (together, “Service”) from the date hereof through the applicable vesting date:
|
Vesting Date
|
Restricted Stock Units Vesting
|
|
|
Incremental Amount of
RSUs Vesting
|
Cumulative Amount of
RSUs Vested
|
[•]
|
25% of Award / [•] RSUs
|
[•]RSUs
|
[•]
|
25% of Award / [•]RSUs
|
[•]RSUs
|
[•]
|
25% of Award / [•]RSUs
|
[•]RSUs
|
[•]
|
25% of Award / [•]RSUs
|
[•]RSUs
|
2.
|
Additional Vesting Provisions
.
|
(a)
|
Right to Award
. This Award shall vest in accordance with the vesting schedule set forth on the Regular Vesting Schedule in Section 1 and with the applicable provisions of the Plan and this Agreement.
|
(b)
|
Termination of Service
. In the event the Grantee’s Service ceases for any reason (other than as provided in Section 2(c) below or Annex A), Restricted Stock Units that have not previously vested prior to such cessation of Service shall immediately be forfeited to the Company without payment of any consideration for the Restricted Stock Units, and the Grantee will have no further right, title or interest in or to such Restricted Stock Units or the underlying shares.
|
(c)
|
Death or Disability
. In the event the Grantee’s Service ceases due to the Grantee’s death or termination by the Company due to disability, the Restricted Stock Units that have not previously vested shall become fully vested upon such cessation. For purposes of this Agreement, “disability” means the Grantee’s inability to perform the duties and responsibilities required of the Grantee by reason of a physical or mental disability or infirmity which has continued for more than one hundred and twenty (120) consecutive calendar days in any twelve (12) consecutive month period, as determined by the Committee.
|
(d)
|
Change in Control
. Notwithstanding any other provision of this Agreement or the Plan, Awards of Restricted Stock Units that have not previously vested will vest in accordance with the provisions of Annex A in connection with a Change in Control or a Time Warner Transaction.
|
3.
|
Settlement of the Award; Delivery of Shares
.
|
(a)
|
Delivery of Shares
. Subject to Sections 5, 7 and 8, the Company shall issue shares of Class A Common Stock within sixty (60) days following the vesting of the Award or portion thereof.
|
(b)
|
Book-entry Settlement
. Upon issuance of shares of Class A Common Stock, the Company shall name the Grantee as the registered holder of such shares in the Company’s share register.
|
4.
|
Adjustments for Changes in Capitalization
. In the event the Committee makes any adjustment to the Restricted Stock Units underlying the Award pursuant to the Plan following a change of capitalization, any additional Restricted Stock Units or other property that become subject to the Award will, unless otherwise determined by the Committee, be subject to the same forfeiture restrictions, delivery requirements and other provisions of this Agreement applicable to Restricted Stock Units underlying this Award. No fractional shares or rights to fractional shares of Class A Common Stock will be created or issued. Any fraction of a share will be rounded down to the nearest whole share.
|
5.
|
Withholding Taxes
. Grantee acknowledges that Grantee may be liable for taxes assessed and/or withheld on the Award pursuant to applicable federal, state, national or local law under the applicable laws of the jurisdiction where the Grantee is resident or may otherwise be applicable to the Grantee in respect of the Restricted Stock Units or the issuance of shares of Class A Common Stock underlying the Restricted Stock Units.
|
(a)
|
Amount of Withholding Taxes
. Prior to the settlement of any portion of the Award, the Company shall inform the Grantee of (i) the estimated amount of any federal, state, national, local income and employment taxes and social, health or national insurance (collectively, “Taxes”) which the Company determines will be owed by the Grantee, by reason of the vesting and/or settlement of the Award and (ii) the amount, if any, that the Company or any of its Affiliates will be required to withhold from the Grantee by reason of such vesting and/or settlement.
|
(b)
|
Payment of Withholding Taxes
. The Grantee may satisfy its obligation in respect of withholding Taxes: (a) by paying to the Company in cash an amount equal to the withholding Taxes no later than the date of settlement of the Award; or (b) subject to compliance with applicable law and the Company’s Insider Trading Policy, by delivering to the Company an instruction to a broker approved by the Company providing for the assignment of the proceeds from the sale of some or all of the shares of Class A Common Stock to be received on the settlement of an Award. The Company may withhold amounts from any compensation otherwise payable to the Grantee by the Company or any of its Affiliates, and the Grantee hereby authorizes the withholding from compensation payable to Grantee, any amounts required to satisfy the federal, state, national or local withholding Tax obligations of the Company or any of its Affiliates in connection with the Award. The Company shall not be required to deliver any shares of Class A Common Stock if it has not received satisfactory evidence of payment of all withholding Taxes.
|
(c)
|
Satisfying Withholding Tax Obligations with Shares
. The Company may, in the discretion of the Committee, permit the Grantee to satisfy all or any portion of the Company’s or any of its Affiliates’ obligations for withholding Taxes in respect of an Award by deducting from the shares of Class A Common Stock the Grantee would otherwise receive a number of shares having a fair market value equal to the amount of withholding Taxes that are payable (using the minimum statutory rates of withholding for purposes of determining such amount). The Grantee agrees that delivery of a number of shares of Class A Common Stock net of the amount deducted for purposes of satisfying withholding Tax obligations shall be full settlement of the Award for all purposes.
|
6.
|
Non Transferability.
The Grantee shall not sell, assign, exchange, transfer (other than by will or the laws of descent or distribution), pledge, charge, hypothecate or otherwise dispose of or encumber the Award or the Restricted Stock Units.
|
7.
|
Rights as a Shareholder
. Neither the Grantee nor the Grantee’s representative shall have any rights as a shareholder with respect to any shares of Class A Common Stock underlying any Restricted Stock Units until such Award or any portion thereof, as the case may be, has vested and such shares of Class A Common Stock have been issued, recorded in the records of the Company or its transfer agent and delivered to the Grantee. The Grantee must complete such administrative documentation required by this Agreement or the Committee before the Company may issue the shares of Class A Common Stock, record such issuance in the records of the Company or its transfer agent and deliver such shares of Class A Common Stock to the Grantee following a Vesting Date. The Company may postpone such issuance, recording and delivery of the shares of Class A Common Stock if such proper documentation is not received by the Company. If proper documentation is not received by the Company within sixty (60) days of a Vesting Date, the corresponding portion of the Award, in the sole discretion of the Committee, may be forfeited for no consideration.
|
8.
|
Regulatory Compliance
. The Company may postpone issuing and recording the shares of Class A Common Stock to the Grantee issuable pursuant to this Agreement in the records of the Company or its transfer agent for such period as may be required to comply with any applicable requirements under any applicable securities laws, the listing requirements of any applicable stock exchange, and any requirements under any other applicable law, and the Company shall not be obligated to deliver any such shares of Class A Common Stock to the Grantee if either delivery thereof would constitute a violation of any provision of any law or of any regulation of any governmental authority or any applicable stock exchange. The Company shall not be liable to the Grantee or its representative for any damages relating from any delays in recording the issuance and delivery of shares to the Grantee in the records of the Company or its transfer agent or any mistakes or errors connected therewith.
|
9.
|
Effect Upon Service.
Nothing contained in this Agreement or in the Plan shall confer upon the Grantee any right with respect to the continuation of the Grantee’s Service with the Company or interfere in any way with the right of the Company, subject to the terms of any separate agreement to the contrary, at any time to terminate such Service.
|
10.
|
Reference to the Plan.
The Award has been granted pursuant to and subject to the provisions of the Plan, which are hereby incorporated herein by reference. Except as otherwise provided herein, in the event of any conflict between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall govern. All capitalized terms that are used in this Agreement and not otherwise defined herein shall have the meanings ascribed to them in the Plan.
|
11.
|
Determinations.
The Committee has the power to interpret the Plan and this Agreement and to administer, interpret and apply the Plan in respect of the Restricted Stock Units in a manner consistent with the terms thereof and hereof (including, but not limited to, determining, in is sole and absolute discretion, whether any Restricted Stock Units have vested and whether any unvested Restricted Stock Units of the Grantee may be accelerated and the corresponding Vesting Date thereof). Each determination, interpretation or other action made or taken pursuant to the provisions of this Agreement by the Committee shall be final and conclusive for all purposes and shall be binding upon all persons, including, without limitation, the Company and the Grantee, and the Grantee’s respective successors and assigns.
|
12.
|
Incentive Compensation Recoupment Policy
. The Award and the underlying Restricted Stock Units are subject to recoupment in accordance with the Company’s Incentive Compensation Recoupment Policy in effect from time to time.
|
13.
|
Section 409A of the Code
. It is intended that the Restricted Stock Units are exempt from Sections 409A and 457A of the U.S. Internal Revenue Code of 1986 (as amended, the “Code”) pursuant to the “short-term deferral” rule applicable to each such section, as set forth in the regulations or other guidance published thereunder. Notwithstanding the foregoing, the Grantee shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on the Grantee in connection with the Award (including any taxes and penalties under Sections 409A and 457A of the Code), and neither the Company nor any of its Affiliates shall have any obligation to indemnify or otherwise hold the Grantee harmless from any or all of such taxes or penalties.
|
14.
|
Acceptance of Award; Electronic Delivery
. The grant of Restricted Stock Units evidenced by this Agreement shall be forfeited for no consideration if this Agreement is not accepted by the Grantee by executing and returning a copy of this Agreement to the Company within ninety (90) days of the date hereof. By executing this Agreement, the Grantee (i) consents to the electronic delivery of this Agreement, all information with respect to the Plan and the Award, and any documents of the Company that are generally provided to the Company’s shareholders (which may be delivered via the internet or as the Company otherwise directs); (ii) acknowledges that the Grantee may receive from the Company a paper copy of any documents delivered electronically at no cost by contacting the Company in writing; and (iii) further acknowledges that the Grantee may revoke the Grantee’s consent to the electronic delivery of documents at any time by notifying the Company of such revocation in writing and providing current notice information for delivery of paper copies.
|
15.
|
Notices.
Any notice under this Agreement shall be addressed to the Company in care of its General Counsel at the principal offices of CME Media Services Limited, and to the Grantee at the address appearing in the personal records of the Company or its Affiliate or to either party at such other address as either party hereto may hereafter designate in writing to the other.
|
16.
|
Amendment
. The Grantee hereby consents to any amendment to this Agreement in any way the Committee deems necessary or advisable to comply with or satisfy exemption from Sections 409A and 457A of the Code, to carry out the purpose of the grant, or in connection with any change in applicable laws or regulation or any future law or regulation. Except as provided above, any amendment to this Agreement must be in writing and signed by the Company and the Grantee.
|
17.
|
Governing Law.
This Agreement and all determinations made and actions taken pursuant hereto shall be governed by the laws of Bermuda.
|
18.
|
Severability
. In the event any provision of this Agreement shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions of this Agreement, and this Agreement shall be construed and enforced as if such illegal or invalid provision had not been included.
|
19.
|
Counterparts
. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.
|
1.
|
For purposes of this Agreement, the following definitions shall apply:
|
2.
|
In the event of a Change in Control, Awards of Restricted Stock Units then outstanding will fully vest immediately prior to such Change in Control.
|
3.
|
In the event of a Time Warner Transaction and the Company continues to be publicly traded with its shares of Class A common stock listed on the NASDAQ Global Market, the RSUs granted hereunder will continue to vest according to Regular Vesting Schedule set out in Section 1 of the Agreement until the earliest to occur of (i) the final Vesting Date, (ii) a Qualifying Termination Event, (iii) subject to clause 4 below, a Delisting Event, or (iv) subject to clause 4 below, a Disposition Event. In connection with a Qualifying Termination Event, the Awards of Restricted Stock Units then outstanding will fully vest immediately prior to such Qualifying Termination Event.
|
4.
|
In connection with a Delisting Event or a Disposition Event, the Awards of Restricted Stock Units then outstanding will fully vest immediately prior to such Delisting Event or Disposition Event.
|
1.
|
I have reviewed this quarterly report on Form 10-Q 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/ Michael Del Nin
|
|
Michael Del Nin
|
|
co-Chief Executive Officer
|
|
(co-Principal Executive Officer)
|
|
April 27, 2016
|
1.
|
I have reviewed this quarterly report on Form 10-Q 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:
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(a)
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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;
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(b)
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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;
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(c)
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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
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(d)
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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
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5.
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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):
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(a)
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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
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(b)
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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.
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/s/ Christoph Mainusch
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|
Christoph Mainusch
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co-Chief Executive Officer
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(co-Principal Executive Officer)
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April 27, 2016
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1.
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I have reviewed this quarterly report on Form 10-Q of Central European Media Enterprises Ltd.;
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2.
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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;
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3.
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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;
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4.
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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 Sturgeon
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|
David Sturgeon
|
|
Chief Financial Officer
|
|
(Principal Financial Officer)
|
|
April 27, 2016
|
1
|
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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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.
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/s/ Michael Del Nin
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/s/ Christoph Mainusch
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/s/ David Sturgeon
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Michael Del Nin
|
|
Christoph Mainusch
|
|
David Sturgeon
|
|
co-Chief Executive Officer
|
|
co-Chief Executive Officer
|
|
Chief Financial Officer
|
|
(co-Principal Executive Officer)
|
|
(co-Principal Executive Officer)
|
|
(Principal Financial Officer)
|
|
April 27, 2016
|
|
April 27, 2016
|
|
April 27, 2016
|