|
|
|
|
|
|
|
|
Title of each class
|
|
Name of each exchange on which registered
|
Securities registered pursuant to Section 12(b) of the Act:
|
||
CLASS A COMMON STOCK, $0.08 PAR VALUE
|
|
NASDAQ Global Select Market, Prague Stock Exchange
|
|
|
|
Securities registered pursuant to Section 12(g) of the Act:
|
||
UNIT WARRANTS TO PURCHASE SHARES OF CLASS A COMMON STOCK
|
|
None.
|
|
|
|
|
|
|
|
|
Large accelerated filer
☐
|
Accelerated filer
☒
|
Non-accelerated filer
☐
|
Smaller reporting company
☐
|
Document
|
|
Location in 10-K in Which Document is Incorporated
|
Registrant's Proxy Statement for the 2017 Annual General Meeting of Shareholders
|
|
Part III
|
TABLE OF CONTENTS
|
Page
|
||
|
|
||
PART I
|
|
||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|
|
|
PART II
|
|
||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|
|
|
PART III
|
|
||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|
|
|
PART IV
|
|
||
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
•
|
the term “
2015 Convertible Notes
” refers to our 5.0% senior convertible notes due November 2015, redeemed in November 2015;
|
•
|
the term “
2016 Fixed Rate Notes
” refers to our 11.625% senior notes due 2016, redeemed in June 2014;
|
•
|
the term “
2017 Fixed Rate Notes
” refers to the 9.0% senior secured notes due 2017 issued by our wholly owned subsidiary, CET 21 spol. s r.o. (“CET 21”), redeemed in December 2014;
|
•
|
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, repaid in April 2016;
|
•
|
the term "
2018 Euro Term Loan
" refers to our floating rate senior unsecured term credit facility due 2018 guaranteed by Time Warner, dated as of November 14, 2014 and amended on February 19, 2016;
|
•
|
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 our floating rate senior unsecured term credit facility due 2021 entered into by CME BV (as defined below), guaranteed by Time Warner and CME Ltd., dated as of February 19, 2016;
|
•
|
the term "
Euro Term Loans
" refers collectively to the 2018 Euro Term Loan, 2019 Euro Term Loan and 2021 Euro Term Loan;
|
•
|
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;
|
•
|
the term "
Guarantee Fees
" refers to amounts accrued and payable to Time Warner as consideration for Time Warner's guarantees of the Euro Term Loans;
|
•
|
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 "
CME BV
" refers to CME Media Enterprises B.V., our 100% owned subsidiary;
|
•
|
the term "
CME NV
" refers to Central European Media Enterprises N.V., our 100% owned subsidiary;
|
•
|
the term "
Time Warner
" refers to Time Warner Inc.; and
|
•
|
the term “
TW Investor
” refers to Time Warner Media Holdings B.V.
|
Target Demographic
|
|
Channel
|
|
Ownership
|
|
All day audience share
|
|
Prime time audience share
|
||||
|
|
|
|
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
18-49
|
|
BTV
|
|
CME
|
|
30.5%
|
|
31.5%
|
|
33.6%
|
|
36.6%
|
|
|
NOVA TV
|
|
MTG
|
|
19.2%
|
|
19.4%
|
|
21.1%
|
|
21.8%
|
|
|
BNT 1
|
|
Public television
|
|
7.0%
|
|
5.8%
|
|
8.9%
|
|
7.0%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Target Demographic
|
|
Channel
|
|
Ownership
|
|
All day audience share
|
|
Prime time audience share
|
||||
|
|
|
|
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
18-54
|
|
Nova TV (Croatia)
|
|
CME
|
|
20.9%
|
|
21.8%
|
|
27.0%
|
|
28.3%
|
|
|
RTL
|
|
RTL
|
|
14.9%
|
|
16.4%
|
|
17.5%
|
|
19.1%
|
|
|
HTV 1
|
|
Public television
|
|
11.5%
|
|
12.5%
|
|
10.1%
|
|
11.6%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Target Demographic
|
|
Channel
|
|
Ownership
|
|
All day audience share
|
|
Prime time audience share
|
||||
|
|
|
|
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
15-54
|
|
TV NOVA (Czech Republic)
|
|
CME
|
|
23.7%
|
|
24.9%
|
|
28.2%
|
|
29.2%
|
|
|
Prima
|
|
MTG / GME
|
|
10.8%
|
|
10.9%
|
|
13.1%
|
|
12.2%
|
|
|
CT 1
|
|
Public television
|
|
12.3%
|
|
12.2%
|
|
14.7%
|
|
14.5%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Target Demographic
|
|
Channel
|
|
Ownership
|
|
All day audience share
|
|
Prime time audience share
|
||||
|
|
|
|
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
18-49 Urban
|
|
PRO TV
|
|
CME
|
|
20.6%
|
|
18.9%
|
|
25.0%
|
|
23.9%
|
|
|
Antena 1
|
|
Intact group
|
|
15.7%
|
|
14.7%
|
|
15.9%
|
|
14.0%
|
|
|
TVR 1
|
|
Public television
|
|
1.3%
|
|
1.8%
|
|
1.5%
|
|
1.9%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Target Demographic
|
|
Channel
|
|
Ownership
|
|
All day audience share
|
|
Prime time audience share
|
||||
|
|
|
|
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
12-54
|
|
TV MARKIZA
|
|
CME
|
|
22.3%
|
|
22.9%
|
|
23.3%
|
|
24.9%
|
|
|
TV JOJ
|
|
J&T Media Enterprises
|
|
15.4%
|
|
16.5%
|
|
18.8%
|
|
20.0%
|
|
|
Jednotka
|
|
Public Television
|
|
7.8%
|
|
7.5%
|
|
9.5%
|
|
8.8%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Target Demographic
|
|
Channel
|
|
Ownership
|
|
All day audience share
|
|
Prime time audience share
|
||||
|
|
|
|
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
18-54
|
|
POP TV
|
|
CME
|
|
21.3%
|
|
19.5%
|
|
31.6%
|
|
27.8%
|
|
|
Planet TV
|
|
Antenna Group / TSmedia
|
|
8.1%
|
|
8.6%
|
|
10.4%
|
|
11.7%
|
|
|
SLO 1
|
|
Public Television
|
|
9.0%
|
|
8.6%
|
|
9.6%
|
|
9.4%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Location
|
|
Property
|
|
Use
|
Hamilton, Bermuda
|
|
Leased office
|
|
Registered office, Corporate
|
Amsterdam, The Netherlands
|
|
Leased office
|
|
Corporate office, Corporate
|
Sofia, Bulgaria
|
|
Leased buildings
|
|
Office and studio space (Bulgaria segment)
|
Zagreb, Croatia
|
|
Owned and leased buildings
|
|
Office and studio space (Croatia segment)
|
Prague, Czech Republic
|
|
Owned and leased buildings
|
|
Administrative center, Corporate;
Office and studio space (Czech Republic segment)
|
Bucharest, Romania
|
|
Owned and leased buildings
|
|
Office and studio space (Romania segment)
|
Bratislava, Slovak Republic
|
|
Owned buildings
|
|
Office and studio space (Slovak Republic segment)
|
Ljubljana, Slovenia
|
|
Owned and leased buildings
|
|
Office and studio space (Slovenia segment)
|
ITEM 5.
|
MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
|
2016
|
|
2015
|
||||||||||||
|
High
(US$ / Share)
|
|
Low
(US$ / Share)
|
|
High
(US$ / Share)
|
|
Low
(US$ / Share)
|
||||||||
Fourth Quarter
|
$
|
2.88
|
|
|
$
|
2.15
|
|
|
$
|
2.80
|
|
|
$
|
1.92
|
|
Third Quarter
|
2.48
|
|
|
2.05
|
|
|
2.50
|
|
|
1.84
|
|
||||
Second Quarter
|
2.96
|
|
|
2.03
|
|
|
2.83
|
|
|
1.97
|
|
||||
First Quarter
|
2.71
|
|
|
2.17
|
|
|
3.22
|
|
|
2.55
|
|
Central European Media Enterprises Ltd.
|
$
|
39.11
|
|
NASDAQ Composite Index
|
$
|
206.63
|
|
Dow Jones Europe Stock Index
|
$
|
122.29
|
|
|
For The Year Ended December 31,
|
||||||||||||||||||
|
(US$ 000's, except per share data)
|
||||||||||||||||||
|
2016
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
2012
|
|
|||||
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME / LOSS DATA:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net revenues
|
$
|
638,013
|
|
|
$
|
605,841
|
|
|
$
|
680,793
|
|
|
$
|
633,134
|
|
|
$
|
705,999
|
|
Operating income / (loss)
|
111,589
|
|
|
94,583
|
|
|
38,280
|
|
|
(180,017
|
)
|
|
(479,789
|
)
|
|||||
Loss from continuing operations
|
(180,597
|
)
|
|
(102,285
|
)
|
|
(151,465
|
)
|
|
(276,434
|
)
|
|
(535,708
|
)
|
|||||
Loss from discontinued operations, net of tax
|
—
|
|
|
(13,287
|
)
|
|
(80,431
|
)
|
|
(5,099
|
)
|
|
(10,685
|
)
|
|||||
Net loss attributable to CME Ltd.
|
$
|
(180,291
|
)
|
|
$
|
(114,901
|
)
|
|
$
|
(227,428
|
)
|
|
$
|
(277,651
|
)
|
|
$
|
(535,680
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
PER SHARE DATA:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net loss per common share from:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations attributable to CME Ltd. - Basic and diluted
|
$
|
(1.28
|
)
|
|
$
|
(0.81
|
)
|
|
$
|
(1.11
|
)
|
|
$
|
(2.23
|
)
|
|
$
|
(6.83
|
)
|
Discontinued operations attributable to CME Ltd. - Basic and diluted
|
—
|
|
|
(0.09
|
)
|
|
(0.55
|
)
|
|
(0.04
|
)
|
|
(0.13
|
)
|
|||||
Net loss attributable to CME Ltd. - Basic and diluted
|
(1.28
|
)
|
|
(0.90
|
)
|
|
(1.66
|
)
|
|
(2.27
|
)
|
|
(6.96
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted average common shares used in computing per share amounts (000’s):
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic and diluted
|
151,017
|
|
146,866
|
|
146,509
|
|
|
125,723
|
|
|
76,919
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
As at December 31,
|
||||||||||||||||||
|
(US$ 000's)
|
||||||||||||||||||
|
2016
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
2012
|
|
|||||
|
|
|
As adjusted
|
|
|
As adjusted
|
|
|
As adjusted
|
|
|
As adjusted
|
|
||||||
CONSOLIDATED BALANCE SHEET DATA:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
43,459
|
|
|
$
|
61,679
|
|
|
$
|
34,298
|
|
|
$
|
102,322
|
|
|
$
|
136,543
|
|
Other current assets
|
296,961
|
|
|
296,605
|
|
|
340,330
|
|
|
421,208
|
|
|
455,415
|
|
|||||
Non-current assets
|
1,050,297
|
|
|
1,082,133
|
|
|
1,230,200
|
|
|
1,425,321
|
|
|
1,561,129
|
|
|||||
Total assets
|
$
|
1,390,717
|
|
|
$
|
1,440,417
|
|
|
$
|
1,604,828
|
|
|
$
|
1,948,851
|
|
|
$
|
2,153,087
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities
|
$
|
171,564
|
|
|
$
|
146,308
|
|
|
$
|
450,286
|
|
|
$
|
318,931
|
|
|
$
|
293,306
|
|
Non-current liabilities
|
1,070,786
|
|
|
974,270
|
|
|
653,434
|
|
|
981,029
|
|
|
1,228,514
|
|
|||||
Temporary equity
|
254,899
|
|
|
241,198
|
|
|
223,926
|
|
|
207,890
|
|
|
—
|
|
|||||
CME Ltd. shareholders' (deficit) / equity
|
(107,804
|
)
|
|
77,260
|
|
|
279,794
|
|
|
440,108
|
|
|
626,061
|
|
|||||
Noncontrolling interests
|
1,272
|
|
|
1,381
|
|
|
(2,612
|
)
|
|
893
|
|
|
5,206
|
|
|||||
Total liabilities and equity
|
$
|
1,390,717
|
|
|
$
|
1,440,417
|
|
|
$
|
1,604,828
|
|
|
$
|
1,948,851
|
|
|
$
|
2,153,087
|
|
•
|
leveraging popular content to maintain or increase our audience share leadership and advertising market shares in all of our operating countries;
|
•
|
driving growth in advertising revenues through our pricing strategies;
|
•
|
increasing carriage fees and subscription revenues to reduce reliance on advertising revenues;
|
•
|
optimizing content costs while safeguarding our brands and competitive strengths; and
|
•
|
maintaining a strict cost discipline by controlling other expenses.
|
|
For The Year Ended December 31, (US$ 000's)
|
||||||||||||||||||||||||||
|
|
|
|
|
Movement
|
|
|
|
|
|
Movement
|
||||||||||||||||
|
2016
|
|
|
2015
|
|
|
% Act
|
|
|
% Lfl
|
|
|
2015
|
|
|
2014
|
|
|
% Act
|
|
|
% Lfl
|
|
||||
Net revenues
|
$
|
638,013
|
|
|
$
|
605,841
|
|
|
5.3
|
%
|
|
5.4
|
%
|
|
$
|
605,841
|
|
|
$
|
680,793
|
|
|
(11.0
|
)%
|
|
5.9
|
%
|
Operating income
|
111,589
|
|
|
94,583
|
|
|
18.0
|
%
|
|
17.3
|
%
|
|
94,583
|
|
|
38,280
|
|
|
147.1
|
%
|
|
198.2
|
%
|
||||
Operating margin
|
17.5
|
%
|
|
15.6
|
%
|
|
1.9 p.p.
|
|
1.8 p.p.
|
|
15.6
|
%
|
|
5.6
|
%
|
|
10.0 p.p.
|
|
10.1 p.p.
|
||||||||
OIBDA
|
$
|
150,049
|
|
|
$
|
122,815
|
|
|
22.2
|
%
|
|
21.4
|
%
|
|
$
|
122,815
|
|
|
$
|
95,446
|
|
|
28.7
|
%
|
|
52.9
|
%
|
OIBDA margin
|
23.5
|
%
|
|
20.3
|
%
|
|
3.2 p.p.
|
|
3.1 p.p.
|
|
20.3
|
%
|
|
14.0
|
%
|
|
6.3 p.p.
|
|
6.2 p.p.
|
•
|
Analysts estimate that GDP growth in the countries in which we operate will continue to outpace that of the developed markets (as defined below), and projections from the International Monetary Fund forecast Romania to have the highest GDP growth rate in the European Union again in 2017. We anticipate the television advertising market in each of our countries will grow in 2017.
|
•
|
The increase in demand we have seen for television advertising in 2016 is leading to higher list prices in our sales policies for 2017. This is particularly true in Romania and the Slovak Republic, as both our operations and the respective markets were largely sold-out in 2016. Average realized prices for the year will ultimately depend on a number of factors, including the timing of commitments made for spending in 2017, the portion of those commitments that is prepaid, the volume of those commitments relative to 2016, and the seasonality of advertisements actually placed in 2017.
|
•
|
We expect non-advertising based carriage fees and subscription revenues to increase further. From January 2017, our channels in both the Slovak Republic and Slovenia have been available exclusively on cable, satellite and IPTV platforms. This may initially result in lower audience shares in these countries, which could negatively impact our television advertising revenues in 2017. However, we expect an increase in carriage fees and subscription revenues in 2017, as well as a significant decrease in transmission costs, which we believe will more than offset any negative impact on television advertising revenues and improve margins in each country. We also expect increases across our markets in the number of subscribers to cable, satellite and IPTV platforms to continue, which would benefit profitability in all countries.
|
•
|
Local content continues to attract larger audiences and competition for audience share remains significant. As a result, we continually refine our program grids and intend to maintain targeted investments in local content in a cost effective manner. As part of this strategy, we recently rebranded our niche channels in the Czech Republic to bring them under the umbrella of our flagship brand, NOVA. We intend to expand our offering of local content on some of these smaller channels, which historically have broadcast more foreign content, to make them more attractive to viewers. Although these investments will cause our content costs to increase in 2017, we expect much of this to be offset by other cost savings.
|
•
|
Management remains focused on long-term value creation and in the near term we should continue to benefit from specified decreases in our net leverage ratio from less than seven times at the end of 2016, which automatically reduces our cost of borrowing as well as our sensitivity to external shocks, and adds to our increasing cash flow generation. We anticipate using cash generated by the business, together with expected proceeds from warrant exercises and savings from lower debt service obligations, to substantially repay our nearest debt maturity in November 2018. We intend to commence repayment of such maturity beginning November 2017. To that end, we expect to pay all Guarantee Fees related to the 2018 Euro Term Loan in cash as they come due. We anticipate paying Guarantee Fees related to the 2019 Euro Term Loan and 2021 Euro Term Loan in kind, where we have the option.
|
•
|
In recent years, our liabilities for income taxes have not been significant. However, as the operating companies in each jurisdiction return to generating profits and previous net operating losses are utilized, the amount of cash paid for income taxes is expected to increase.
|
•
|
Competition from subscription video on demand ("SVOD") platforms may increase as Amazon Prime has recently joined Netflix in providing a primarily English language version of their service to viewers in our countries. We believe this will benefit each market in terms of conditioning consumers to pay for content they watch online. However, similar to television viewing trends in our countries, we expect local content to have better success in attracting SVOD audiences. Therefore, Voyo, our SVOD product launched in 2011, is better positioned to capitalize on any changes in viewing habits since the local productions that have made our television channels market leaders are also available in local language to Voyo subscribers. We will continue to monitor developments in the SVOD market for profitable investment strategies, including opportunities to offer Voyo with our linear channels for cable, satellite and IPTV operators, as well as build-out our offering of advertising video on demand products and other offerings for advertising online, supported by our investments in local content.
|
•
|
While some analysts forecast spending for online advertising to overtake television advertising in the United States during 2017, we don't expect to see a similar dynamic in our markets in the short- to medium-term due to various factors, including lower rates of broadband penetration, the type of products advertised and the broad reach that television provides in the desired target audiences.
|
•
|
Foreign exchange rates may again have a significant impact on our results when reported in dollars. Due to inflation in the Czech Republic hitting 2% in December 2016 and increasing inflation expectations for 2017, the Czech National Bank is expected to begin withdrawing its floor related to the EUR/CZK exchange rate during 2017, subject to fiscal policies of developed countries and monetary policies of other central banks. On its own, this is expected to cause the Czech Koruna to strengthen relative to the dollar and therefore improve the results of our largest operation in dollar terms. Fluctuations in exchange rates for our currencies will otherwise not have a significant impact on either our day-to-day operations because revenues and operating expenses are generally denominated in local currencies or on our net leverage ratio. Following completion of the refinancing transactions in April 2016, the principal amount of our outstanding senior debt is denominated in Euros.
|
|
For The Year Ended December 31, (US$ 000's)
|
||||||||||||||||||||
|
2016
|
|
|
2015
|
|
|
Movement
|
|
|
2015
|
|
|
2014
|
|
|
Movement
|
|
||||
Net cash generated from / (used in) operating activities
|
$
|
33,917
|
|
|
$
|
85,877
|
|
|
(60.5
|
)%
|
|
$
|
85,877
|
|
|
$
|
(65,242
|
)
|
|
NM
(1)
|
|
Capital expenditures, net
|
(29,356
|
)
|
|
(30,426
|
)
|
|
3.5
|
%
|
|
(30,426
|
)
|
|
(28,548
|
)
|
|
(6.6
|
)%
|
||||
Free cash flow
|
4,561
|
|
|
55,451
|
|
|
(91.8
|
)%
|
|
55,451
|
|
|
(93,790
|
)
|
|
159.1
|
%
|
||||
Cash paid for interest (including mandatory cash-pay Guarantee Fees)
|
53,982
|
|
|
18,457
|
|
|
192.5
|
%
|
|
18,457
|
|
|
76,154
|
|
|
(75.8
|
)%
|
||||
Cash paid for Guarantee Fees that may be paid in kind
|
37,440
|
|
|
—
|
|
|
NM
(1)
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
||||
Unlevered free cash flow
|
$
|
95,983
|
|
|
$
|
73,908
|
|
|
29.9
|
%
|
|
$
|
73,908
|
|
|
$
|
(17,636
|
)
|
|
NM
(1)
|
|
|
December 31, 2016
|
|
|
December 31, 2015
|
|
|
Movement
|
|
||
Cash and cash equivalents
|
$
|
43,459
|
|
|
$
|
61,679
|
|
|
(29.5
|
)%
|
•
|
The new EUR 468.8 million 2021 Euro Term Loan was used, together with corporate cash, to repay the US$ 502.5 million aggregate principal amount of the 2017 PIK Notes and repay the US$ 38.2 million 2017 Term Loan, as well as accrued and unpaid interest.
|
•
|
The maturity date of the existing EUR 250.8 million term loan was extended by one year so the Company’s nearest debt maturity is November 2018.
|
•
|
The maturity date of our existing US$ 115.0 million revolving credit facility was extended from 2017 to 2021, with access to US$ 50.0 million of liquidity from 2018.
|
•
|
All outstanding long-term debt is denominated in Euros.
|
•
|
The all-in rate applicable to the 2021 Euro Term Loan and associated guarantee by Time Warner currently stands at 9.0%, an improvement of 600 basis points on the debt it replaced, and can go as low as 7.0% depending on our net leverage ratio, automatically decreasing the cost of borrowing as the Company’s net leverage ratio improves.
|
•
|
The cost of the 2021 Revolving Credit Facility, which is currently undrawn, similarly ranges from approximately 9.0% to 7.0%, depending on our net leverage ratio.
|
•
|
We recorded a non-cash loss on extinguishment of debt amounting to US$ 150.2 million in the second quarter of 2016.
|
•
|
Per capita nominal GDP at purchasing power parity in our markets remains approximately half that of the developed markets;
|
•
|
Total advertising spend per capita remains less than 10% of levels in the developed markets;
|
•
|
The ratio of total advertising spend per capita to nominal GDP per capita, also known as advertising intensity, was approximately a third that of the developed markets in 2016; and
|
•
|
In the markets in which we operate, basic products such as food, beverages and household cleaning supplies comprise the main source of advertising revenues, whereas in the developed markets, the marketing of premium products, including finance, automotive, entertainment and travel products, makes up the majority of current television advertising spending.
|
Country
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Bulgaria
|
$
|
87
|
|
|
$
|
87
|
|
|
$
|
90
|
|
Croatia
|
91
|
|
|
89
|
|
|
86
|
|
|||
Czech Republic
|
286
|
|
|
275
|
|
|
265
|
|
|||
Romania*
|
216
|
|
|
191
|
|
|
177
|
|
|||
Slovak Republic
|
134
|
|
|
124
|
|
|
107
|
|
|||
Slovenia
|
64
|
|
|
60
|
|
|
57
|
|
|||
Total CME Markets
|
$
|
878
|
|
|
$
|
826
|
|
|
$
|
782
|
|
Growth rate
|
6
|
%
|
|
6
|
%
|
|
3
|
%
|
|
OIBDA
|
||||||||||||||||||||||||||
|
For The Year Ended December 31, (US$ 000's)
|
||||||||||||||||||||||||||
|
|
|
|
|
Movement
|
|
|
|
|
|
Movement
|
||||||||||||||||
|
2016
|
|
|
2015
|
|
|
% Act
|
|
|
% Lfl
|
|
|
2015
|
|
|
2014
|
|
|
% Act
|
|
|
% Lfl
|
|
||||
Bulgaria
|
$
|
12,242
|
|
|
$
|
15,479
|
|
|
(20.9
|
)%
|
|
(20.7
|
)%
|
|
$
|
15,479
|
|
|
$
|
9,367
|
|
|
65.3
|
%
|
|
96.1
|
%
|
Croatia
|
8,578
|
|
|
7,880
|
|
|
8.9
|
%
|
|
5.6
|
%
|
|
7,880
|
|
|
7,835
|
|
|
0.6
|
%
|
|
21.9
|
%
|
||||
Czech Republic
|
77,018
|
|
|
71,697
|
|
|
7.4
|
%
|
|
6.2
|
%
|
|
71,697
|
|
|
61,964
|
|
|
15.7
|
%
|
|
35.1
|
%
|
||||
Romania
|
62,016
|
|
|
41,176
|
|
|
50.6
|
%
|
|
51.7
|
%
|
|
41,176
|
|
|
37,259
|
|
|
10.5
|
%
|
|
31.9
|
%
|
||||
Slovak Republic
|
15,947
|
|
|
10,585
|
|
|
50.7
|
%
|
|
47.8
|
%
|
|
10,585
|
|
|
4,586
|
|
|
130.8
|
%
|
|
164.5
|
%
|
||||
Slovenia
|
4,801
|
|
|
6,057
|
|
|
(20.7
|
)%
|
|
(20.6
|
)%
|
|
6,057
|
|
|
5,331
|
|
|
13.6
|
%
|
|
33.6
|
%
|
||||
Eliminations
|
2
|
|
|
(229
|
)
|
|
NM
(1)
|
|
|
NM
(1)
|
|
|
(229
|
)
|
|
(16
|
)
|
|
NM
(1)
|
|
|
NM
(1)
|
|
||||
Total operating segments
|
180,604
|
|
|
152,645
|
|
|
18.3
|
%
|
|
17.7
|
%
|
|
152,645
|
|
|
126,326
|
|
|
20.8
|
%
|
|
42.5
|
%
|
||||
Corporate
|
(30,555
|
)
|
|
(29,830
|
)
|
|
(2.4
|
)%
|
|
(2.4
|
)%
|
|
(29,830
|
)
|
|
(30,880
|
)
|
|
3.4
|
%
|
|
(11.4
|
)%
|
||||
Total OIBDA
|
$
|
150,049
|
|
|
$
|
122,815
|
|
|
22.2
|
%
|
|
21.4
|
%
|
|
$
|
122,815
|
|
|
$
|
95,446
|
|
|
28.7
|
%
|
|
52.9
|
%
|
|
For the Year Ended December 31, (US$ 000's)
|
||||||||||||||||||||||||||
|
|
|
|
|
Movement
|
|
|
|
|
|
Movement
|
||||||||||||||||
|
2016
|
|
|
2015
|
|
|
% Act
|
|
|
% Lfl
|
|
|
2015
|
|
|
2014
|
|
|
% Act
|
|
|
% Lfl
|
|
||||
Television advertising
|
$
|
49,111
|
|
|
$
|
50,717
|
|
|
(3.2
|
)%
|
|
(3.0
|
)%
|
|
$
|
50,717
|
|
|
$
|
61,464
|
|
|
(17.5
|
)%
|
|
(1.6
|
)%
|
Carriage fees and subscriptions
|
18,703
|
|
|
17,853
|
|
|
4.8
|
%
|
|
5.3
|
%
|
|
17,853
|
|
|
19,808
|
|
|
(9.9
|
)%
|
|
7.8
|
%
|
||||
Other
|
4,837
|
|
|
4,520
|
|
|
7.0
|
%
|
|
7.3
|
%
|
|
4,520
|
|
|
5,806
|
|
|
(22.1
|
)%
|
|
(6.9
|
)%
|
||||
Net revenues
|
72,651
|
|
|
73,090
|
|
|
(0.6
|
)%
|
|
(0.3
|
)%
|
|
73,090
|
|
|
87,078
|
|
|
(16.1
|
)%
|
|
0.2
|
%
|
||||
Costs charged in arriving at OIBDA
|
60,409
|
|
|
57,611
|
|
|
4.9
|
%
|
|
5.2
|
%
|
|
57,611
|
|
|
77,711
|
|
|
(25.9
|
)%
|
|
(11.4
|
)%
|
||||
OIBDA
|
$
|
12,242
|
|
|
$
|
15,479
|
|
|
(20.9
|
)%
|
|
(20.7
|
)%
|
|
$
|
15,479
|
|
|
$
|
9,367
|
|
|
65.3
|
%
|
|
96.1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
OIBDA margin
|
16.9
|
%
|
|
21.2
|
%
|
|
(4.3) p.p.
|
|
|
(4.3) p.p.
|
|
|
21.2
|
%
|
|
10.8
|
%
|
|
10.4 p.p.
|
|
|
10.4 p.p.
|
|
|
For the Year Ended December 31, (US$ 000's)
|
||||||||||||||||||||||||||
|
|
|
|
|
Movement
|
|
|
|
|
|
Movement
|
||||||||||||||||
|
2016
|
|
|
2015
|
|
|
% Act
|
|
|
% Lfl
|
|
|
2015
|
|
|
2014
|
|
|
% Act
|
|
|
% Lfl
|
|
||||
Television advertising
|
$
|
49,096
|
|
|
$
|
49,616
|
|
|
(1.0
|
)%
|
|
(2.2
|
)%
|
|
$
|
49,616
|
|
|
$
|
56,260
|
|
|
(11.8
|
)%
|
|
5.5
|
%
|
Carriage fees and subscriptions
|
2,561
|
|
|
2,331
|
|
|
9.9
|
%
|
|
9.2
|
%
|
|
2,331
|
|
|
1,993
|
|
|
17.0
|
%
|
|
39.8
|
%
|
||||
Other
|
3,950
|
|
|
3,965
|
|
|
(0.4
|
)%
|
|
(0.9
|
)%
|
|
3,965
|
|
|
3,773
|
|
|
5.1
|
%
|
|
25.7
|
%
|
||||
Net revenues
|
55,607
|
|
|
55,912
|
|
|
(0.5
|
)%
|
|
(1.6
|
)%
|
|
55,912
|
|
|
62,026
|
|
|
(9.9
|
)%
|
|
7.8
|
%
|
||||
Costs charged in arriving at OIBDA
|
47,029
|
|
|
48,032
|
|
|
(2.1
|
)%
|
|
(2.8
|
)%
|
|
48,032
|
|
|
54,191
|
|
|
(11.4
|
)%
|
|
5.8
|
%
|
||||
OIBDA
|
$
|
8,578
|
|
|
$
|
7,880
|
|
|
8.9
|
%
|
|
5.6
|
%
|
|
$
|
7,880
|
|
|
$
|
7,835
|
|
|
0.6
|
%
|
|
21.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
OIBDA margin
|
15.4
|
%
|
|
14.1
|
%
|
|
1.3 p.p.
|
|
|
1.0 p.p.
|
|
|
14.1
|
%
|
|
12.6
|
%
|
|
1.5 p.p.
|
|
|
1.6 p.p.
|
|
|
For the Year Ended December 31, (US$ 000's)
|
||||||||||||||||||||||||||
|
|
|
|
|
Movement
|
|
|
|
|
|
Movement
|
||||||||||||||||
|
2016
|
|
|
2015
|
|
|
% Act
|
|
|
% Lfl
|
|
|
2015
|
|
|
2014
|
|
|
% Act
|
|
|
% Lfl
|
|
||||
Television advertising
|
$
|
172,392
|
|
|
$
|
166,158
|
|
|
3.8
|
%
|
|
3.0
|
%
|
|
$
|
166,158
|
|
|
$
|
184,369
|
|
|
(9.9
|
)%
|
|
6.3
|
%
|
Carriage fees and subscriptions
|
10,325
|
|
|
7,176
|
|
|
43.9
|
%
|
|
43.0
|
%
|
|
7,176
|
|
|
7,679
|
|
|
(6.6
|
)%
|
|
11.1
|
%
|
||||
Other
|
7,655
|
|
|
9,302
|
|
|
(17.7
|
)%
|
|
(18.1
|
)%
|
|
9,302
|
|
|
10,731
|
|
|
(13.3
|
)%
|
|
2.9
|
%
|
||||
Net revenues
|
190,372
|
|
|
182,636
|
|
|
4.2
|
%
|
|
3.5
|
%
|
|
182,636
|
|
|
202,779
|
|
|
(9.9
|
)%
|
|
6.3
|
%
|
||||
Costs charged in arriving at OIBDA
|
113,354
|
|
|
110,939
|
|
|
2.2
|
%
|
|
1.7
|
%
|
|
110,939
|
|
|
140,815
|
|
|
(21.2
|
)%
|
|
(6.6
|
)%
|
||||
OIBDA
|
$
|
77,018
|
|
|
$
|
71,697
|
|
|
7.4
|
%
|
|
6.2
|
%
|
|
$
|
71,697
|
|
|
$
|
61,964
|
|
|
15.7
|
%
|
|
35.1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
OIBDA margin
|
40.5
|
%
|
|
39.3
|
%
|
|
1.2 p.p.
|
|
|
1.1 p.p.
|
|
|
39.3
|
%
|
|
30.6
|
%
|
|
8.7 p.p.
|
|
|
8.4 p.p.
|
|
|
For the Year Ended December 31, (US$ 000's)
|
||||||||||||||||||||||||||
|
|
|
|
|
Movement
|
|
|
|
|
|
Movement
|
||||||||||||||||
|
2016
|
|
|
2015
|
|
|
% Act
|
|
|
% Lfl
|
|
|
2015
|
|
|
2014
|
|
|
% Act
|
|
|
% Lfl
|
|
||||
Television advertising
|
$
|
128,814
|
|
|
$
|
113,460
|
|
|
13.5
|
%
|
|
14.9
|
%
|
|
$
|
113,460
|
|
|
$
|
125,736
|
|
|
(9.8
|
)%
|
|
7.7
|
%
|
Carriage fees and subscriptions
|
40,202
|
|
|
40,292
|
|
|
(0.2
|
)%
|
|
1.5
|
%
|
|
40,292
|
|
|
45,851
|
|
|
(12.1
|
)%
|
|
5.3
|
%
|
||||
Other
|
3,935
|
|
|
3,826
|
|
|
2.8
|
%
|
|
4.2
|
%
|
|
3,826
|
|
|
7,027
|
|
|
(45.6
|
)%
|
|
(34.9
|
)%
|
||||
Net revenues
|
172,951
|
|
|
157,578
|
|
|
9.8
|
%
|
|
11.3
|
%
|
|
157,578
|
|
|
178,614
|
|
|
(11.8
|
)%
|
|
5.4
|
%
|
||||
Costs charged in arriving at OIBDA
|
110,935
|
|
|
116,402
|
|
|
(4.7
|
)%
|
|
(3.2
|
)%
|
|
116,402
|
|
|
141,355
|
|
|
(17.7
|
)%
|
|
(1.6
|
)%
|
||||
OIBDA
|
$
|
62,016
|
|
|
$
|
41,176
|
|
|
50.6
|
%
|
|
51.7
|
%
|
|
$
|
41,176
|
|
|
$
|
37,259
|
|
|
10.5
|
%
|
|
31.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
OIBDA margin
|
35.9
|
%
|
|
26.1
|
%
|
|
9.8 p.p.
|
|
|
9.6 p.p.
|
|
|
26.1
|
%
|
|
20.9
|
%
|
|
5.2 p.p.
|
|
|
5.2 p.p.
|
|
|
For the Year Ended December 31, (US$ 000's)
|
||||||||||||||||||||||||||
|
|
|
|
|
Movement
|
|
|
|
|
|
Movement
|
||||||||||||||||
|
2016
|
|
|
2015
|
|
|
% Act
|
|
|
% Lfl
|
|
|
2015
|
|
|
2014
|
|
|
% Act
|
|
|
% Lfl
|
|
||||
Television advertising
|
$
|
84,779
|
|
|
$
|
79,135
|
|
|
7.1
|
%
|
|
7.4
|
%
|
|
$
|
79,135
|
|
|
$
|
85,355
|
|
|
(7.3
|
)%
|
|
10.3
|
%
|
Carriage fees and subscriptions
|
2,101
|
|
|
1,324
|
|
|
58.7
|
%
|
|
59.0
|
%
|
|
1,324
|
|
|
980
|
|
|
35.1
|
%
|
|
61.9
|
%
|
||||
Other
|
3,669
|
|
|
3,975
|
|
|
(7.7
|
)%
|
|
(7.5
|
)%
|
|
3,975
|
|
|
4,221
|
|
|
(5.8
|
)%
|
|
13.0
|
%
|
||||
Net revenues
|
90,549
|
|
|
84,434
|
|
|
7.2
|
%
|
|
7.5
|
%
|
|
84,434
|
|
|
90,556
|
|
|
(6.8
|
)%
|
|
11.0
|
%
|
||||
Costs charged in arriving at OIBDA
|
74,602
|
|
|
73,849
|
|
|
1.0
|
%
|
|
1.6
|
%
|
|
73,849
|
|
|
85,970
|
|
|
(14.1
|
)%
|
|
2.5
|
%
|
||||
OIBDA
|
$
|
15,947
|
|
|
$
|
10,585
|
|
|
50.7
|
%
|
|
47.8
|
%
|
|
$
|
10,585
|
|
|
$
|
4,586
|
|
|
130.8
|
%
|
|
164.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
OIBDA margin
|
17.6
|
%
|
|
12.5
|
%
|
|
5.1 p.p.
|
|
|
4.8 p.p.
|
|
|
12.5
|
%
|
|
5.1
|
%
|
|
7.4 p.p.
|
|
|
7.2 p.p.
|
|
|
For the Year Ended December 31, (US$ 000's)
|
||||||||||||||||||||||||||
|
|
|
|
|
Movement
|
|
|
|
|
|
Movement
|
||||||||||||||||
|
2016
|
|
|
2015
|
|
|
% Act
|
|
|
% Lfl
|
|
|
2015
|
|
|
2014
|
|
|
% Act
|
|
|
% Lfl
|
|
||||
Television advertising
|
$
|
48,408
|
|
|
$
|
46,412
|
|
|
4.3
|
%
|
|
4.5
|
%
|
|
$
|
46,412
|
|
|
$
|
52,417
|
|
|
(11.5
|
)%
|
|
5.8
|
%
|
Carriage fees and subscriptions
|
4,714
|
|
|
4,082
|
|
|
15.5
|
%
|
|
16.0
|
%
|
|
4,082
|
|
|
4,176
|
|
|
(2.3
|
)%
|
|
16.9
|
%
|
||||
Other
|
3,790
|
|
|
3,739
|
|
|
1.4
|
%
|
|
1.6
|
%
|
|
3,739
|
|
|
4,777
|
|
|
(21.7
|
)%
|
|
(7.1
|
)%
|
||||
Net revenues
|
56,912
|
|
|
54,233
|
|
|
4.9
|
%
|
|
5.2
|
%
|
|
54,233
|
|
|
61,370
|
|
|
(11.6
|
)%
|
|
5.5
|
%
|
||||
Costs charged in arriving at OIBDA
|
52,111
|
|
|
48,176
|
|
|
8.2
|
%
|
|
8.4
|
%
|
|
48,176
|
|
|
56,039
|
|
|
(14.0
|
)%
|
|
2.8
|
%
|
||||
OIBDA
|
$
|
4,801
|
|
|
$
|
6,057
|
|
|
(20.7
|
)%
|
|
(20.6
|
)%
|
|
$
|
6,057
|
|
|
$
|
5,331
|
|
|
13.6
|
%
|
|
33.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
OIBDA margin
|
8.4
|
%
|
|
11.2
|
%
|
|
(2.8) p.p.
|
|
|
(2.8) p.p.
|
|
|
11.2
|
%
|
|
8.7
|
%
|
|
2.5 p.p.
|
|
|
2.4 p.p.
|
|
|
For The Year Ended December 31, (US$ 000's)
|
||||||||||||||||||||||||||
|
|
|
|
|
Movement
|
|
|
|
|
|
Movement
|
||||||||||||||||
|
2016
|
|
|
2015
|
|
|
% Act
|
|
|
% Lfl
|
|
|
2015
|
|
|
2014
|
|
|
% Act
|
|
|
% Lfl
|
|
||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Television advertising
|
$
|
532,600
|
|
|
$
|
505,498
|
|
|
5.4
|
%
|
|
5.3
|
%
|
|
$
|
505,498
|
|
|
$
|
565,601
|
|
|
(10.6
|
)%
|
|
6.2
|
%
|
Carriage fees and subscriptions
|
78,606
|
|
|
73,058
|
|
|
7.6
|
%
|
|
8.7
|
%
|
|
73,058
|
|
|
80,487
|
|
|
(9.2
|
)%
|
|
8.6
|
%
|
||||
Other revenue
|
26,807
|
|
|
27,285
|
|
|
(1.8
|
)%
|
|
(1.7
|
)%
|
|
27,285
|
|
|
34,705
|
|
|
(21.4
|
)%
|
|
(6.4
|
)%
|
||||
Net Revenues
|
638,013
|
|
|
605,841
|
|
|
5.3
|
%
|
|
5.4
|
%
|
|
605,841
|
|
|
680,793
|
|
|
(11.0
|
)%
|
|
5.9
|
%
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Content costs
|
306,013
|
|
|
292,602
|
|
|
4.6
|
%
|
|
4.9
|
%
|
|
292,602
|
|
|
358,379
|
|
|
(18.4
|
)%
|
|
(2.7
|
)%
|
||||
Other operating costs
|
69,353
|
|
|
69,727
|
|
|
(0.5
|
)%
|
|
(0.3
|
)%
|
|
69,727
|
|
|
85,478
|
|
|
(18.4
|
)%
|
|
(2.8
|
)%
|
||||
Depreciation of property, plant and equipment
|
30,190
|
|
|
27,943
|
|
|
8.0
|
%
|
|
8.2
|
%
|
|
27,943
|
|
|
32,836
|
|
|
(14.9
|
)%
|
|
1.2
|
%
|
||||
Amortization of intangibles
|
8,270
|
|
|
12,271
|
|
|
(32.6
|
)%
|
|
(32.6
|
)%
|
|
12,271
|
|
|
12,348
|
|
|
(0.6
|
)%
|
|
18.1
|
%
|
||||
Cost of revenues
|
413,826
|
|
|
402,543
|
|
|
2.8
|
%
|
|
3.1
|
%
|
|
402,543
|
|
|
489,041
|
|
|
(17.7
|
)%
|
|
(1.9
|
)%
|
||||
Selling, general and administrative expenses
|
112,598
|
|
|
107,001
|
|
|
5.2
|
%
|
|
5.3
|
%
|
|
107,001
|
|
|
143,616
|
|
|
(25.5
|
)%
|
|
(12.2
|
)%
|
||||
Restructuring costs
|
—
|
|
|
1,714
|
|
|
(100.0
|
)%
|
|
(100.0
|
)%
|
|
1,714
|
|
|
9,856
|
|
|
(82.6
|
)%
|
|
(78.8
|
)%
|
||||
Operating income
|
$
|
111,589
|
|
|
$
|
94,583
|
|
|
18.0
|
%
|
|
17.3
|
%
|
|
$
|
94,583
|
|
|
$
|
38,280
|
|
|
147.1
|
%
|
|
198.2
|
%
|
(1)
|
Number is not meaningful.
|
|
Other Income / (Expense)
|
||||||||||||||||||||
|
For The Year Ended December 31, (US$ 000's)
|
||||||||||||||||||||
|
2016
|
|
|
2015
|
|
|
% Act
|
|
|
2015
|
|
|
2014
|
|
|
% Act
|
|
||||
Interest expense
|
$
|
(132,224
|
)
|
|
$
|
(171,444
|
)
|
|
22.9
|
%
|
|
$
|
(171,444
|
)
|
|
$
|
(142,005
|
)
|
|
(20.7
|
)%
|
Loss on extinguishment of debt
|
(150,158
|
)
|
|
—
|
|
|
(100.0
|
)%
|
|
—
|
|
|
(39,203
|
)
|
|
100.0
|
%
|
||||
Non-operating expense, net:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest income
|
592
|
|
|
440
|
|
|
34.5
|
%
|
|
440
|
|
|
294
|
|
|
49.7
|
%
|
||||
Foreign currency exchange gain / (loss), net
|
6,648
|
|
|
(13,481
|
)
|
|
NM
(1)
|
|
|
(13,481
|
)
|
|
(12,767
|
)
|
|
(5.6
|
)%
|
||||
Change in fair value of derivatives
|
(10,213
|
)
|
|
4,848
|
|
|
NM
(1)
|
|
|
4,848
|
|
|
2,311
|
|
|
109.8
|
%
|
||||
Other income / (expense), net
|
486
|
|
|
(17,746
|
)
|
|
NM
(1)
|
|
|
(17,746
|
)
|
|
267
|
|
|
NM
(1)
|
|
||||
(Provision) / credit for income taxes
|
(7,317
|
)
|
|
515
|
|
|
NM
(1)
|
|
|
515
|
|
|
1,358
|
|
|
(62.1
|
)%
|
||||
Loss from discontinued operations, net of tax
|
—
|
|
|
(13,287
|
)
|
|
100.0
|
%
|
|
(13,287
|
)
|
|
(80,431
|
)
|
|
83.5
|
%
|
||||
Net loss attributable to noncontrolling interests
|
306
|
|
|
671
|
|
|
(54.4
|
)%
|
|
671
|
|
|
4,468
|
|
|
(85.0
|
)%
|
||||
Other comprehensive loss:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Currency translation adjustment, net
|
1,649
|
|
|
(89,714
|
)
|
|
NM
(1)
|
|
|
(89,714
|
)
|
|
(156,236
|
)
|
|
42.6
|
%
|
||||
Unrealized loss on derivative instruments
|
(3,031
|
)
|
|
(839
|
)
|
|
NM
(1)
|
|
|
(839
|
)
|
|
(581
|
)
|
|
(44.4
|
)%
|
(1)
|
Number is not meaningful.
|
|
December 31, 2016
|
|
|
December 31, 2015
|
|
|
Movement
|
|
||
Current assets
|
$
|
340,420
|
|
|
$
|
358,284
|
|
|
(5.0
|
)%
|
Non-current assets
|
1,050,297
|
|
|
1,082,133
|
|
|
(2.9
|
)%
|
||
Current liabilities
|
171,564
|
|
|
146,308
|
|
|
17.3
|
%
|
||
Non-current liabilities
|
1,070,786
|
|
|
974,270
|
|
|
9.9
|
%
|
||
Temporary equity
|
254,899
|
|
|
241,198
|
|
|
5.7
|
%
|
||
CME Ltd. shareholders’ (deficit) / equity
|
(107,804
|
)
|
|
77,260
|
|
|
NM
(1)
|
|
||
Noncontrolling interests in consolidated subsidiaries
|
1,272
|
|
|
1,381
|
|
|
(7.9
|
)%
|
(1)
|
Number is not meaningful.
|
|
For The Year Ended December 31, (US$ 000's)
|
||||||||||
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Net cash generated from / (used in) continuing operating activities
|
$
|
33,917
|
|
|
$
|
85,877
|
|
|
$
|
(65,242
|
)
|
Net cash used in continuing investing activities
|
(29,356
|
)
|
|
(30,426
|
)
|
|
(28,548
|
)
|
|||
Net cash (used in) / provided by continuing financing activities
|
(22,743
|
)
|
|
(28,906
|
)
|
|
38,995
|
|
|||
Net cash provided by / (used in) discontinued operations
|
1,194
|
|
|
3,503
|
|
|
(2,578
|
)
|
|||
Impact of exchange rate fluctuations on cash
|
(1,232
|
)
|
|
(2,667
|
)
|
|
(10,651
|
)
|
|||
Net (decrease) / increase in cash and cash equivalents
|
$
|
(18,220
|
)
|
|
$
|
27,381
|
|
|
$
|
(68,024
|
)
|
|
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
|
$
|
1,006,597
|
|
|
$
|
—
|
|
|
$
|
512,435
|
|
|
$
|
494,162
|
|
|
$
|
—
|
|
Long-term debt – interest
|
369,398
|
|
|
35,497
|
|
|
186,626
|
|
|
147,275
|
|
|
—
|
|
|||||
Unconditional purchase obligations
|
128,821
|
|
|
44,071
|
|
|
66,963
|
|
|
15,506
|
|
|
2,281
|
|
|||||
Operating leases
|
8,610
|
|
|
3,374
|
|
|
3,000
|
|
|
803
|
|
|
1,433
|
|
|||||
Capital lease obligations
|
4,450
|
|
|
1,570
|
|
|
2,342
|
|
|
538
|
|
|
—
|
|
|||||
Other long-term obligations
|
34,275
|
|
|
17,545
|
|
|
16,008
|
|
|
678
|
|
|
44
|
|
|||||
Total contractual obligations
|
$
|
1,552,151
|
|
|
$
|
102,057
|
|
|
$
|
787,374
|
|
|
$
|
658,962
|
|
|
$
|
3,758
|
|
Measurement
|
|
Valuation Method
|
Recoverability of carrying amounts
|
|
Undiscounted future cash flows
|
Fair value of broadcast licenses
|
|
Build-out method
|
Fair value of indefinite-lived trademarks
|
|
Relief from royalty method
|
Fair value of reporting units
|
|
Discounted cash flow model
|
•
|
Cost of capital: The cost of capital reflects the return a hypothetical market participant would require for a long-term investment in an asset and can be viewed as a proxy for the risk of that asset. We calculate the cost of capital according to the Capital Asset Pricing Model using a number of assumptions, the most significant of which is a Country Risk Premium (“CRP”). The CRP reflects the excess risk to an investor of investing in markets other than the United States and generally fluctuates with expectations of changes in a country's macro-economic environment. The costs of capital that we have applied to cash flows for our 2016 annual impairment test are generally lower than those we had used in the 2015 impairment test due to a decrease in the US risk free rate. Further decreases were noted in Bulgaria, a result of an upgrade in risk rating, and in Romania due to reduced concerns over deflationary pressures.
|
•
|
Total advertising market: The size of the television advertising market effectively places an upper limit on the advertising revenue we can expect to earn in each country. Our estimate of the total advertising market is developed from a number of external sources, in combination with a process of on-going consultation with our segment management teams. In our 2016 annual impairment review, we increased our medium- and long-term view of the size of the television advertising markets compared to the estimates used in the 2015 annual impairment review based on our estimate of the macro economic outlook of our operating markets.
|
•
|
Market share: This is a function of the audience share we expect our stations to generate, and the relative price at which we can sell advertising. Our estimate of the total advertising market is developed from a number of external sources, in combination with a process of on-going consultation with our segment management teams. Our estimates for our market share in our 2016 annual impairment review decreased slightly from those in our 2015 impairment review, however, revenues are expected to increase due to the estimated growth in the total advertising market.
|
•
|
Forecast OIBDA: The level of cash flow generated by each operation is ultimately governed by the extent to which we manage the relationship between revenues and costs. We forecast the level of operating costs by reference to (a) the historical absolute and relative levels of costs we have incurred in generating revenue in each reporting unit, (b) the operating strategy of each business and (c) specific forecast costs to be incurred. Our annual impairment review includes assumptions to reflect benefits of cost control measures taken to date, and contemplated further cost control efforts.
|
•
|
Forecast capital expenditure: The size and phasing of capital expenditure, both recurring expenditure to replace retired assets and investments in new projects, has a significant impact on cash flows. We forecast the level of future capital expenditure based on current strategies and specific forecast costs to be incurred. The absolute levels of capital expenditure forecast have generally increased since the prior year impairment review due to the replacement of end of life production equipment.
|
•
|
Growth rate into perpetuity: This reflects the level of economic growth in each of our markets from the final year in our discrete forecast period into perpetuity and is the sum of an estimated real growth rate, which reflects our belief that macro-economic growth in our markets will ultimately converge to Western European markets, and long-term expectations for inflation. Our estimates of these rates are based on observable market data and, in most operating countries, have remained broadly consistent with those used in our 2015 annual impairment test.
|
Expected Maturity Dates
|
|
2017
|
|
|
2018
|
|
2019
|
|
|
2020
|
|
|
2021
|
|
|
Thereafter
|
|
||
Long-term Debt (000's):
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Variable rate (EUR)
1
|
|
—
|
|
|
250,800
|
|
|
|
235,335
|
|
|
—
|
|
|
468,800
|
|
|
—
|
|
Average interest rate
|
|
—
|
|
|
1.50
|
%
|
|
|
1.50
|
%
|
|
—
|
|
|
1.50
|
%
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest Rate Swaps (000's):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Variable to fixed (EUR)
|
|
250,800
|
|
|
250,800
|
|
(2)
|
|
235,335
|
|
|
—
|
|
|
468,800
|
|
|
—
|
|
Average pay rate
|
|
0.21
|
%
|
|
0.14
|
%
|
|
|
0.31
|
%
|
|
—
|
|
|
0.28
|
%
|
|
—
|
|
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 Euro Term Loans, we pay Guarantee Fees to Time Warner based on the amounts outstanding on the Euro Term Loans, each calculated such that the all-in borrowing rate on each the 2018 Euro Term Loan and the 2019 Euro Term Loan is 8.5% per annum and the all-in borrowing rate on the 2021 Euro Term Loan is 9.0% per annum.
|
(2)
|
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 8,
Note 13, "Financial Instruments and Fair Value Measurements"
.
|
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 Euro Term Loans, 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%.
|
|
December 31, 2016
|
|
|
December 31, 2015
|
|
||
ASSETS
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
43,459
|
|
|
$
|
61,679
|
|
Accounts receivable, net (Note 6)
|
178,339
|
|
|
167,427
|
|
||
Program rights, net (Note 5)
|
86,151
|
|
|
85,972
|
|
||
Other current assets (Note 7)
|
32,471
|
|
|
43,206
|
|
||
Total current assets
|
340,420
|
|
|
358,284
|
|
||
Non-current assets
|
|
|
|
||||
Property, plant and equipment, net (Note 8)
|
109,089
|
|
|
108,522
|
|
||
Program rights, net (Note 5)
|
179,356
|
|
|
169,073
|
|
||
Goodwill (Note 3)
|
602,069
|
|
|
622,243
|
|
||
Other intangible assets, net (Note 3)
|
138,340
|
|
|
151,162
|
|
||
Other non-current assets (Note 7)
|
21,443
|
|
|
31,133
|
|
||
Total non-current assets
|
1,050,297
|
|
|
1,082,133
|
|
||
Total assets
|
$
|
1,390,717
|
|
|
$
|
1,440,417
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Accounts payable and accrued liabilities (Note 9)
|
$
|
160,981
|
|
|
$
|
134,705
|
|
Current portion of long-term debt and other financing arrangements (Note 4)
|
1,494
|
|
|
1,155
|
|
||
Other current liabilities (Note 10)
|
9,089
|
|
|
10,448
|
|
||
Total current liabilities
|
171,564
|
|
|
146,308
|
|
||
Non-current liabilities
|
|
|
|
|
|
||
Long-term debt and other financing arrangements (Note 4)
|
1,002,028
|
|
|
908,521
|
|
||
Other non-current liabilities (Note 10)
|
68,758
|
|
|
65,749
|
|
||
Total non-current liabilities
|
1,070,786
|
|
|
974,270
|
|
||
Commitments and contingencies (Note 20)
|
|
|
|
|
|
||
TEMPORARY EQUITY
|
|
|
|
||||
200,000 shares of Series B Convertible Redeemable Preferred Stock of $0.08 each (December 31, 2015 - 200,000) (Note 11)
|
254,899
|
|
|
241,198
|
|
||
EQUITY
|
|
|
|
|
|
||
CME Ltd. shareholders’ equity (Note 12):
|
|
|
|
|
|
||
One share of Series A Convertible Preferred Stock of $0.08 each (December 31, 2015 – one)
|
—
|
|
|
—
|
|
||
143,449,913 shares of Class A Common Stock of $0.08 each (December 31, 2015 – 135,804,221)
|
11,476
|
|
|
10,864
|
|
||
Nil shares of Class B Common Stock of $0.08 each (December 31, 2015 – nil)
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
1,910,244
|
|
|
1,914,050
|
|
||
Accumulated deficit
|
(1,785,536
|
)
|
|
(1,605,245
|
)
|
||
Accumulated other comprehensive loss
|
(243,988
|
)
|
|
(242,409
|
)
|
||
Total CME Ltd. shareholders’ (deficit) / equity
|
(107,804
|
)
|
|
77,260
|
|
||
Noncontrolling interests
|
1,272
|
|
|
1,381
|
|
||
Total (deficit) / equity
|
(106,532
|
)
|
|
78,641
|
|
||
Total liabilities and equity
|
$
|
1,390,717
|
|
|
$
|
1,440,417
|
|
|
For The Year Ended December 31,
|
||||||||||
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Net revenues
|
$
|
638,013
|
|
|
$
|
605,841
|
|
|
$
|
680,793
|
|
Operating expenses:
|
|
|
|
|
|
||||||
Content costs
|
306,013
|
|
|
292,602
|
|
|
358,379
|
|
|||
Other operating costs
|
69,353
|
|
|
69,727
|
|
|
85,478
|
|
|||
Depreciation of property, plant and equipment
|
30,190
|
|
|
27,943
|
|
|
32,836
|
|
|||
Amortization of intangibles
|
8,270
|
|
|
12,271
|
|
|
12,348
|
|
|||
Cost of revenues
|
413,826
|
|
|
402,543
|
|
|
489,041
|
|
|||
Selling, general and administrative expenses
|
112,598
|
|
|
107,001
|
|
|
143,616
|
|
|||
Restructuring costs
|
—
|
|
|
1,714
|
|
|
9,856
|
|
|||
Operating income
|
111,589
|
|
|
94,583
|
|
|
38,280
|
|
|||
Interest expense (Note 14)
|
(132,224
|
)
|
|
(171,444
|
)
|
|
(142,005
|
)
|
|||
Loss on extinguishment of debt (Note 4)
|
(150,158
|
)
|
|
—
|
|
|
(39,203
|
)
|
|||
Non-operating expense, net (Note 15)
|
(2,487
|
)
|
|
(25,939
|
)
|
|
(9,895
|
)
|
|||
Loss before tax
|
(173,280
|
)
|
|
(102,800
|
)
|
|
(152,823
|
)
|
|||
(Provision) / credit for income taxes (Note 17)
|
(7,317
|
)
|
|
515
|
|
|
1,358
|
|
|||
Loss from continuing operations
|
(180,597
|
)
|
|
(102,285
|
)
|
|
(151,465
|
)
|
|||
Loss from discontinued operations, net of tax
|
—
|
|
|
(13,287
|
)
|
|
(80,431
|
)
|
|||
Net loss
|
(180,597
|
)
|
|
(115,572
|
)
|
|
(231,896
|
)
|
|||
Net loss attributable to noncontrolling interests
|
306
|
|
|
671
|
|
|
4,468
|
|
|||
Net loss attributable to CME Ltd.
|
$
|
(180,291
|
)
|
|
$
|
(114,901
|
)
|
|
$
|
(227,428
|
)
|
|
|
|
|
|
|
||||||
Net loss
|
$
|
(180,597
|
)
|
|
$
|
(115,572
|
)
|
|
$
|
(231,896
|
)
|
Other comprehensive loss:
|
|
|
|
|
|
||||||
Currency translation adjustment
|
1,649
|
|
|
(89,714
|
)
|
|
(156,236
|
)
|
|||
Unrealized loss on derivative instruments (Note 13)
|
(3,031
|
)
|
|
(839
|
)
|
|
(581
|
)
|
|||
Total other comprehensive loss
|
(1,382
|
)
|
|
(90,553
|
)
|
|
(156,817
|
)
|
|||
Comprehensive loss
|
(181,979
|
)
|
|
(206,125
|
)
|
|
(388,713
|
)
|
|||
Comprehensive loss / (income) attributable to noncontrolling interests
|
109
|
|
|
(712
|
)
|
|
3,505
|
|
|||
Comprehensive loss attributable to CME Ltd.
|
$
|
(181,870
|
)
|
|
$
|
(206,837
|
)
|
|
$
|
(385,208
|
)
|
PER SHARE DATA (Note 18):
|
|
|
|
|
|
||||||
Net loss per share:
|
|
|
|
|
|
||||||
Continuing operations attributable to CME Ltd. - Basic and diluted
|
$
|
(1.28
|
)
|
|
$
|
(0.81
|
)
|
|
$
|
(1.11
|
)
|
Discontinued operations attributable to CME Ltd. - Basic and diluted
|
—
|
|
|
(0.09
|
)
|
|
(0.55
|
)
|
|||
Net loss attributable to CME Ltd. - Basic and diluted
|
(1.28
|
)
|
|
(0.90
|
)
|
|
(1.66
|
)
|
|||
|
|
|
|
|
|
||||||
Weighted average common shares used in computing per share amounts (000’s):
|
|
|
|
|
|
||||||
Basic and diluted
|
151,017
|
|
|
146,866
|
|
|
146,509
|
|
|
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 / (Deficit)
|
|
||||||||||||||
BALANCE
December 31, 2013
|
1
|
|
$
|
—
|
|
|
134,837,442
|
|
$
|
10,787
|
|
|
—
|
|
$
|
—
|
|
$
|
1,704,066
|
|
$
|
(1,262,916
|
)
|
$
|
(11,829
|
)
|
$
|
893
|
|
$
|
441,001
|
|
Stock-based compensation
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
1,344
|
|
—
|
|
—
|
|
—
|
|
1,344
|
|
||||||||
Warrant issuance, net
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
239,586
|
|
—
|
|
—
|
|
—
|
|
239,586
|
|
||||||||
Share issuance, stock based compensation
|
—
|
|
—
|
|
|
497,816
|
|
40
|
|
|
—
|
|
—
|
|
(40
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
Preferred dividend paid in kind
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
(16,036
|
)
|
—
|
|
—
|
|
—
|
|
(16,036
|
)
|
||||||||
Net loss
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
(227,428
|
)
|
—
|
|
(4,468
|
)
|
(231,896
|
)
|
||||||||
Unrealized loss on derivative instruments
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(581
|
)
|
—
|
|
(581
|
)
|
||||||||
Currency translation adjustment
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(157,199
|
)
|
963
|
|
(156,236
|
)
|
||||||||
BALANCE
December 31, 2014
|
1
|
|
$
|
—
|
|
|
135,335,258
|
|
$
|
10,827
|
|
|
—
|
|
$
|
—
|
|
$
|
1,928,920
|
|
$
|
(1,490,344
|
)
|
$
|
(169,609
|
)
|
$
|
(2,612
|
)
|
$
|
277,182
|
|
Stock-based compensation
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
2,439
|
|
—
|
|
—
|
|
—
|
|
2,439
|
|
||||||||
Share issuance, stock based compensation
|
—
|
|
—
|
|
|
468,963
|
|
37
|
|
|
—
|
|
—
|
|
(37
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
Preferred dividend paid in kind
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
(17,272
|
)
|
—
|
|
—
|
|
—
|
|
(17,272
|
)
|
||||||||
Net loss
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
(114,901
|
)
|
—
|
|
(671
|
)
|
(115,572
|
)
|
||||||||
Unrealized loss on derivative instruments
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(839
|
)
|
—
|
|
(839
|
)
|
||||||||
Currency translation adjustment
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(91,097
|
)
|
1,383
|
|
(89,714
|
)
|
||||||||
Reclassified to net income upon sale of subsidiaries
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
19,136
|
|
3,281
|
|
22,417
|
|
||||||||
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
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
3,510
|
|
—
|
|
—
|
|
—
|
|
3,510
|
|
||||||||
Exercise of warrants (Note 12)
|
—
|
|
—
|
|
|
6,996,955
|
|
560
|
|
|
—
|
|
—
|
|
6,437
|
|
—
|
|
—
|
|
—
|
|
6,997
|
|
||||||||
Share issuance, stock-based compensation
|
—
|
|
—
|
|
|
648,737
|
|
52
|
|
|
—
|
|
—
|
|
(52
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
Preferred dividend paid in kind
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
(13,701
|
)
|
—
|
|
—
|
|
—
|
|
(13,701
|
)
|
||||||||
Net loss
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
(180,291
|
)
|
—
|
|
(306
|
)
|
(180,597
|
)
|
||||||||
Unrealized loss on derivative instruments
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(3,031
|
)
|
—
|
|
(3,031
|
)
|
||||||||
Currency translation adjustment
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
1,452
|
|
197
|
|
1,649
|
|
||||||||
BALANCE
December 31, 2016
|
1
|
|
$
|
—
|
|
|
143,449,913
|
|
$
|
11,476
|
|
|
—
|
|
$
|
—
|
|
$
|
1,910,244
|
|
$
|
(1,785,536
|
)
|
$
|
(243,988
|
)
|
$
|
1,272
|
|
$
|
(106,532
|
)
|
|
For The Year Ended December 31,
|
||||||||||
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
||||||
Net loss
|
$
|
(180,597
|
)
|
|
$
|
(115,572
|
)
|
|
$
|
(231,896
|
)
|
Adjustments to reconcile net loss to net cash generated from / (used in) continuing operating activities:
|
|
|
|
|
|
|
|||||
Loss from discontinued operations, net of tax
|
—
|
|
|
13,287
|
|
|
80,431
|
|
|||
Amortization of program rights
|
306,013
|
|
|
292,602
|
|
|
349,819
|
|
|||
Depreciation and other amortization
|
60,557
|
|
|
96,928
|
|
|
82,619
|
|
|||
Interest paid in kind
|
45,289
|
|
|
81,529
|
|
|
37,884
|
|
|||
Loss on extinguishment of debt
|
150,158
|
|
|
—
|
|
|
39,203
|
|
|||
(Gain) / loss on disposal of fixed assets
|
(299
|
)
|
|
17,617
|
|
|
(112
|
)
|
|||
Stock-based compensation (Note 16)
|
3,510
|
|
|
2,439
|
|
|
1,344
|
|
|||
Change in fair value of derivatives (Note 13)
|
11,473
|
|
|
(7,333
|
)
|
|
—
|
|
|||
Foreign currency exchange (gain) / loss, net
|
(8,604
|
)
|
|
1,491
|
|
|
(5,952
|
)
|
|||
Net change in (net of effects of disposals of businesses):
|
|
|
|
|
|
|
|||||
Accounts receivable, net
|
(18,142
|
)
|
|
(8,077
|
)
|
|
(26,539
|
)
|
|||
Accounts payable and accrued liabilities
|
2,601
|
|
|
6,161
|
|
|
(10,549
|
)
|
|||
Program rights
|
(317,328
|
)
|
|
(303,111
|
)
|
|
(388,436
|
)
|
|||
Other assets and liabilities
|
628
|
|
|
(7,384
|
)
|
|
721
|
|
|||
Accrued interest
|
(27,240
|
)
|
|
14,101
|
|
|
(9,995
|
)
|
|||
Income taxes payable
|
5,319
|
|
|
(303
|
)
|
|
2,948
|
|
|||
Deferred revenue
|
(2,000
|
)
|
|
3,913
|
|
|
(1,012
|
)
|
|||
Deferred taxes
|
1,494
|
|
|
(1,671
|
)
|
|
(2,206
|
)
|
|||
VAT and other taxes payable
|
1,085
|
|
|
(740
|
)
|
|
16,486
|
|
|||
Net cash generated from / (used in) continuing operating activities
|
$
|
33,917
|
|
|
$
|
85,877
|
|
|
$
|
(65,242
|
)
|
|
|
|
|
|
|
||||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
||||
Purchase of property, plant and equipment
|
$
|
(29,567
|
)
|
|
$
|
(33,517
|
)
|
|
$
|
(28,685
|
)
|
Disposal of property, plant and equipment
|
211
|
|
|
3,091
|
|
|
137
|
|
|||
Net cash used in continuing investing activities
|
$
|
(29,356
|
)
|
|
$
|
(30,426
|
)
|
|
$
|
(28,548
|
)
|
|
|
|
|
|
|
||||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
||||
Proceeds from debt
|
533,963
|
|
|
253,051
|
|
|
550,421
|
|
|||
Repayments of debt
|
$
|
(540,699
|
)
|
|
$
|
(261,034
|
)
|
|
$
|
(712,919
|
)
|
Debt transactions costs
|
(9,541
|
)
|
|
(1,541
|
)
|
|
(14,206
|
)
|
|||
Proceeds from credit facilities
|
—
|
|
|
—
|
|
|
25,000
|
|
|||
Payment of credit facilities and capital leases
|
(1,357
|
)
|
|
(27,365
|
)
|
|
(1,080
|
)
|
|||
Issuance of common stock
|
—
|
|
|
—
|
|
|
191,825
|
|
|||
Settlement of forward currency swaps
|
(12,106
|
)
|
|
7,983
|
|
|
—
|
|
|||
Proceeds from exercise of warrants
|
6,997
|
|
|
—
|
|
|
—
|
|
|||
Other
|
—
|
|
|
—
|
|
|
(46
|
)
|
|||
Net cash (used in) / provided by continuing financing activities
|
$
|
(22,743
|
)
|
|
$
|
(28,906
|
)
|
|
$
|
38,995
|
|
|
|
|
|
|
|
||||||
Net cash used in discontinued operations - operating activities
|
—
|
|
|
(3,019
|
)
|
|
(1,408
|
)
|
|||
Net cash provided by / (used in) discontinued operations - investing activities
|
1,194
|
|
|
6,598
|
|
|
(228
|
)
|
|||
Net cash used in discontinued operations - financing activities
|
—
|
|
|
(76
|
)
|
|
(942
|
)
|
|||
|
|
|
|
|
|
||||||
Impact of exchange rate fluctuations on cash
|
(1,232
|
)
|
|
(2,667
|
)
|
|
(10,651
|
)
|
|||
Net (decrease) / increase in cash and cash equivalents
|
$
|
(18,220
|
)
|
|
$
|
27,381
|
|
|
$
|
(68,024
|
)
|
CASH AND CASH EQUIVALENTS, beginning of period
|
61,679
|
|
|
34,298
|
|
|
102,322
|
|
|||
CASH AND CASH EQUIVALENTS, end of period
|
$
|
43,459
|
|
|
$
|
61,679
|
|
|
$
|
34,298
|
|
Asset category
|
Estimated useful life
|
Land
|
Indefinite
|
Buildings
|
25 years
|
Machinery, fixtures and equipment
|
4 - 8 years
|
Other equipment
|
3 - 8 years
|
Software
|
3 - 5 years
|
•
|
under-performance of operating segments or changes in projected results;
|
•
|
changes in the manner of utilization of an asset;
|
•
|
severe and sustained declines in the trading price of shares of our Class A common stock that are not attributable to factors other than the underlying value of our assets;
|
•
|
negative market conditions or economic trends; and
|
•
|
specific events, such as new legislation, new market entrants, changes in technology or adverse legal judgments that we believe could have a negative impact on our business.
|
|
Bulgaria
|
|
Croatia
|
|
Czech Republic
|
|
Romania
|
|
Slovak Republic
|
|
Slovenia
|
|
Total
|
||||||||||||||
Gross Balance, December 31, 2014
|
$
|
175,494
|
|
|
$
|
11,065
|
|
|
$
|
800,640
|
|
|
$
|
94,777
|
|
|
$
|
53,088
|
|
|
$
|
19,400
|
|
|
$
|
1,154,464
|
|
Accumulated impairment losses
|
(144,639
|
)
|
|
(10,454
|
)
|
|
(287,545
|
)
|
|
(11,028
|
)
|
|
—
|
|
|
(19,400
|
)
|
|
(473,066
|
)
|
|||||||
Balance, December 31, 2014
|
30,855
|
|
|
611
|
|
|
513,095
|
|
|
83,749
|
|
|
53,088
|
|
|
—
|
|
|
681,398
|
|
|||||||
Foreign currency
|
(3,129
|
)
|
|
(60
|
)
|
|
(41,149
|
)
|
|
(9,334
|
)
|
|
(5,483
|
)
|
|
—
|
|
|
(59,155
|
)
|
|||||||
Balance, December 31, 2015
|
27,726
|
|
|
551
|
|
|
471,946
|
|
|
74,415
|
|
|
47,605
|
|
|
—
|
|
|
622,243
|
|
|||||||
Accumulated impairment losses
|
(144,639
|
)
|
|
(10,454
|
)
|
|
(287,545
|
)
|
|
(11,028
|
)
|
|
—
|
|
|
(19,400
|
)
|
|
(473,066
|
)
|
|||||||
Gross Balance, December 31, 2015
|
$
|
172,365
|
|
|
$
|
11,005
|
|
|
$
|
759,491
|
|
|
$
|
85,443
|
|
|
$
|
47,605
|
|
|
$
|
19,400
|
|
|
$
|
1,095,309
|
|
|
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
|
(976
|
)
|
|
(17
|
)
|
|
(15,008
|
)
|
|
(2,657
|
)
|
|
(1,516
|
)
|
|
—
|
|
|
(20,174
|
)
|
|||||||
Balance, December 31, 2016
|
26,750
|
|
|
534
|
|
|
456,938
|
|
|
71,758
|
|
|
46,089
|
|
|
—
|
|
|
602,069
|
|
|||||||
Accumulated impairment losses
|
(144,639
|
)
|
|
(10,454
|
)
|
|
(287,545
|
)
|
|
(11,028
|
)
|
|
—
|
|
|
(19,400
|
)
|
|
(473,066
|
)
|
|||||||
Gross Balance, December 31, 2016
|
$
|
171,389
|
|
|
$
|
10,988
|
|
|
$
|
744,483
|
|
|
$
|
82,786
|
|
|
$
|
46,089
|
|
|
$
|
19,400
|
|
|
$
|
1,075,135
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||||||||||
|
Gross
|
|
Accumulated Amortization
|
|
Net
|
|
Gross
|
|
Accumulated Amortization
|
|
Net
|
||||||||||||
Indefinite-lived:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Trademarks
|
$
|
80,324
|
|
|
$
|
—
|
|
|
$
|
80,324
|
|
|
$
|
83,188
|
|
|
$
|
—
|
|
|
$
|
83,188
|
|
Amortized:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Broadcast licenses
|
185,686
|
|
|
(130,325
|
)
|
|
55,361
|
|
|
191,860
|
|
|
(127,613
|
)
|
|
64,247
|
|
||||||
Trademarks
|
591
|
|
|
(591
|
)
|
|
—
|
|
|
614
|
|
|
(614
|
)
|
|
—
|
|
||||||
Customer relationships
|
51,338
|
|
|
(48,997
|
)
|
|
2,341
|
|
|
53,120
|
|
|
(49,672
|
)
|
|
3,448
|
|
||||||
Other
|
1,522
|
|
|
(1,208
|
)
|
|
314
|
|
|
2,138
|
|
|
(1,859
|
)
|
|
279
|
|
||||||
Total
|
$
|
319,461
|
|
|
$
|
(181,121
|
)
|
|
$
|
138,340
|
|
|
$
|
330,920
|
|
|
$
|
(179,758
|
)
|
|
$
|
151,162
|
|
2017
|
$
|
7,777
|
|
2018
|
7,703
|
|
|
2019
|
7,240
|
|
|
2020
|
7,020
|
|
|
2021
|
6,960
|
|
|
December 31, 2016
|
|
|
December 31, 2015
|
|
||
Long-term debt
|
$
|
999,209
|
|
|
$
|
906,028
|
|
Other credit facilities and capital leases
|
4,313
|
|
|
3,648
|
|
||
Total long-term debt and other financing arrangements
|
1,003,522
|
|
|
909,676
|
|
||
Less: current maturities
|
(1,494
|
)
|
|
(1,155
|
)
|
||
Total non-current long-term debt and other financing arrangements
|
$
|
1,002,028
|
|
|
$
|
908,521
|
|
|
Principal Amount of Liability Component
|
|
|
Debt Issuance Costs
(1)
|
|
|
Net Carrying Amount
|
|
|||
2018 Euro Term Loan
|
264,368
|
|
|
(634
|
)
|
|
263,734
|
|
|||
2019 Euro Term Loan
|
248,067
|
|
|
(473
|
)
|
|
247,594
|
|
|||
2021 Euro Term Loan
|
494,162
|
|
|
(6,281
|
)
|
|
487,881
|
|
|||
2021 Revolving Credit Facility
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total long-term debt and credit facilities
|
$
|
1,006,597
|
|
|
$
|
(7,388
|
)
|
|
$
|
999,209
|
|
(1)
|
Debt issuance costs related to the 2018 Euro Term Loan, 2019 Euro Term Loan and 2021 Euro Term Loan are being amortized on a straight-line basis, which approximates the effective interest method, over the life of the respective instruments. Debt issuance costs related to the 2021 Revolving Credit Facility are classified as non-current assets in our consolidated balance sheet and are being amortized on a straight-line basis over the life of the 2021 Revolving Credit Facility.
|
|
Carrying Amount
|
||||||
|
December 31, 2016
|
|
|
December 31, 2015
|
|
||
2017 PIK Notes
|
—
|
|
|
359,789
|
|
||
2017 Term Loan
|
—
|
|
|
27,592
|
|
||
2018 Euro Term Loan
|
263,734
|
|
|
272,189
|
|
||
2019 Euro Term Loan
|
247,594
|
|
|
246,458
|
|
||
2021 Euro Term Loan
|
487,881
|
|
|
—
|
|
||
|
$
|
999,209
|
|
|
$
|
906,028
|
|
|
Base Rate
|
|
|
Rate Fixed Pursuant to Interest Rate Hedges
|
|
|
Guarantee Fee Rate
|
|
|
All-in Borrowing Rate
|
|
|
2018 Euro Term Loan
|
1.50
|
%
|
|
0.21
|
%
|
(1)
|
6.79
|
%
|
|
8.50
|
%
|
|
2019 Euro Term Loan
|
1.50
|
%
|
|
0.31
|
%
|
|
6.69
|
%
|
|
8.50
|
%
|
|
2021 Euro Term Loan
|
1.50
|
%
|
|
0.28
|
%
|
|
7.22
|
%
|
|
9.00
|
%
|
|
2021 Revolving Credit Facility
(2)
|
9.00
|
%
|
|
—
|
|
|
—
|
|
|
9.00
|
%
|
|
(1)
|
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 the all-in borrowing rate remains
8.50%
.
|
(2)
|
As at
December 31, 2016
, the aggregate principal amount available under the 2021 Revolving Credit Facility was undrawn.
|
|
December 31, 2016
|
|
|
December 31, 2015
|
|
||
Credit facilities
(1) – (3)
|
$
|
—
|
|
|
$
|
—
|
|
Capital leases
|
4,313
|
|
|
3,648
|
|
||
Total credit facilities and capital leases
|
4,313
|
|
|
3,648
|
|
||
Less: current maturities
|
(1,494
|
)
|
|
(1,155
|
)
|
||
Total non-current credit facilities and capital leases
|
$
|
2,819
|
|
|
$
|
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
December 31, 2016
and
December 31, 2015
, there were
no
drawings outstanding under a CZK
735.0 million
(approximately US$
28.7 million
) factoring framework agreement with Factoring Ceska Sporitelna (“FCS”). Under this facility, up to CZK
735.0 million
(approximately US$
28.7 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
December 31, 2016
there were RON
105.7 million
(approximately US$
24.6 million
) of receivables factored under a 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 from the date the receivables are factored to the due date of the factored receivable.
|
2017
|
$
|
—
|
|
2018
|
264,368
|
|
|
2019
|
248,067
|
|
|
2020
|
—
|
|
|
2021
|
494,162
|
|
|
2022 and thereafter
|
—
|
|
|
Total long-debt and credit facilities
|
1,006,597
|
|
|
Debt issuance costs
|
(7,388
|
)
|
|
Carrying amount of long-debt and credit facilities
|
$
|
999,209
|
|
2017
|
$
|
1,570
|
|
2018
|
1,339
|
|
|
2019
|
1,003
|
|
|
2020
|
525
|
|
|
2021
|
13
|
|
|
2022 and thereafter
|
—
|
|
|
Total undiscounted payments
|
4,450
|
|
|
Less: amount representing interest
|
(137
|
)
|
|
Present value of net minimum lease payments
|
$
|
4,313
|
|
|
December 31, 2016
|
|
|
December 31, 2015
|
|
||
Program rights:
|
|
|
|
||||
Acquired program rights, net of amortization
|
$
|
183,303
|
|
|
$
|
179,632
|
|
Less: current portion of acquired program rights
|
(86,151
|
)
|
|
(85,972
|
)
|
||
Total non-current acquired program rights
|
97,152
|
|
|
93,660
|
|
||
Produced program rights – Feature Films:
|
|
|
|
||||
Released, net of amortization
|
1,039
|
|
|
1,298
|
|
||
Produced program rights – Television Programs:
|
|
|
|
||||
Released, net of amortization
|
54,149
|
|
|
56,125
|
|
||
Completed and not released
|
2,593
|
|
|
3,500
|
|
||
In production
|
23,712
|
|
|
13,783
|
|
||
Development and pre-production
|
711
|
|
|
707
|
|
||
Total produced program rights
|
82,204
|
|
|
75,413
|
|
||
Total non-current acquired program rights and produced program rights
|
$
|
179,356
|
|
|
$
|
169,073
|
|
|
December 31, 2016
|
|
|
December 31, 2015
|
|
||
Third-party customers
|
$
|
187,937
|
|
|
$
|
176,628
|
|
Less: allowance for bad debts and credit notes
|
(9,598
|
)
|
|
(9,201
|
)
|
||
Total accounts receivable
|
$
|
178,339
|
|
|
$
|
167,427
|
|
|
December 31, 2016
|
|
|
December 31, 2015
|
|
||
Current:
|
|
|
|
||||
Prepaid acquired programming
|
$
|
22,511
|
|
|
$
|
22,761
|
|
Other prepaid expenses
|
5,270
|
|
|
6,941
|
|
||
Deferred tax
|
—
|
|
|
10,425
|
|
||
VAT recoverable
|
713
|
|
|
733
|
|
||
Income taxes recoverable
|
206
|
|
|
249
|
|
||
Other
|
3,771
|
|
|
2,097
|
|
||
Total other current assets
|
$
|
32,471
|
|
|
$
|
43,206
|
|
|
|
|
|
||||
|
December 31, 2016
|
|
|
December 31, 2015
|
|
||
Non-current:
|
|
|
|
|
|
||
Capitalized debt costs
|
$
|
15,018
|
|
|
$
|
27,060
|
|
Deferred tax
|
4,570
|
|
|
124
|
|
||
Other
|
1,855
|
|
|
3,949
|
|
||
Total other non-current assets
|
$
|
21,443
|
|
|
$
|
31,133
|
|
|
December 31, 2016
|
|
|
December 31, 2015
|
|
||
Land and buildings
|
$
|
90,988
|
|
|
$
|
92,237
|
|
Machinery, fixtures and equipment
|
202,110
|
|
|
164,503
|
|
||
Other equipment
|
33,752
|
|
|
32,314
|
|
||
Software
|
55,542
|
|
|
55,656
|
|
||
Construction in progress
|
5,316
|
|
|
3,001
|
|
||
Total cost
|
387,708
|
|
|
347,711
|
|
||
Less: accumulated depreciation
|
(278,619
|
)
|
|
(239,189
|
)
|
||
Total net book value
|
$
|
109,089
|
|
|
$
|
108,522
|
|
|
|
|
|
||||
Assets held under capital leases (included in the above)
|
|
|
|
|
|
||
Land and buildings
|
$
|
3,684
|
|
|
$
|
3,805
|
|
Machinery, fixtures and equipment
|
6,338
|
|
|
4,646
|
|
||
Total cost
|
10,022
|
|
|
8,451
|
|
||
Less: accumulated depreciation
|
(4,316
|
)
|
|
(3,556
|
)
|
||
Total net book value
|
$
|
5,706
|
|
|
$
|
4,895
|
|
|
For The Year Ended December 31,
|
||||||
|
2016
|
|
|
2015
|
|
||
Opening balance
|
$
|
108,522
|
|
|
$
|
114,335
|
|
Additions
|
34,371
|
|
|
34,523
|
|
||
Disposals
|
(88
|
)
|
|
(290
|
)
|
||
Depreciation
|
(30,190
|
)
|
|
(27,943
|
)
|
||
Foreign currency movements
|
(3,526
|
)
|
|
(10,810
|
)
|
||
Other
|
—
|
|
|
(1,293
|
)
|
||
Ending balance
|
$
|
109,089
|
|
|
$
|
108,522
|
|
|
December 31, 2016
|
|
|
December 31, 2015
|
|
||
Accounts payable and accrued expenses
|
$
|
59,522
|
|
|
$
|
57,042
|
|
Related party accounts payable
|
192
|
|
|
53
|
|
||
Programming liabilities
|
29,249
|
|
|
24,901
|
|
||
Related party programming liabilities
|
18,959
|
|
|
14,583
|
|
||
Duties and other taxes payable
|
13,446
|
|
|
12,856
|
|
||
Accrued staff costs
|
20,565
|
|
|
20,709
|
|
||
Accrued interest payable
|
2,941
|
|
|
914
|
|
||
Related party accrued interest payable (including Guarantee Fees)
|
9,588
|
|
|
477
|
|
||
Income taxes payable
|
5,514
|
|
|
249
|
|
||
Other accrued liabilities
|
1,005
|
|
|
2,921
|
|
||
Total accounts payable and accrued liabilities
|
$
|
160,981
|
|
|
$
|
134,705
|
|
|
December 31, 2016
|
|
|
December 31, 2015
|
|
||
Current:
|
|
|
|
||||
Deferred revenue
|
$
|
5,333
|
|
|
$
|
7,546
|
|
Derivative liabilities
|
477
|
|
|
650
|
|
||
Restructuring provision
|
—
|
|
|
458
|
|
||
Legal provisions
|
2,680
|
|
|
1,520
|
|
||
Other
|
599
|
|
|
274
|
|
||
Total other current liabilities
|
$
|
9,089
|
|
|
$
|
10,448
|
|
|
|
|
|
||||
|
December 31, 2016
|
|
|
December 31, 2015
|
|
||
Non-current:
|
|
|
|
|
|
||
Deferred tax
|
$
|
20,335
|
|
|
$
|
25,990
|
|
Related party commitment fee payable
(1)
|
9,905
|
|
|
9,240
|
|
||
Related party Guarantee Fee payable (Note 4)
|
34,492
|
|
|
22,655
|
|
||
Accrued interest
|
—
|
|
|
977
|
|
||
Related party accrued interest
|
—
|
|
|
5,304
|
|
||
Other
|
4,026
|
|
|
1,583
|
|
||
Total other non-current liabilities
|
$
|
68,758
|
|
|
$
|
65,749
|
|
(1)
|
Represents the commitment fee ("Commitment Fee") payable to Time Warner, including accrued interest, in respect of its obligation under a commitment letter dated November 14, 2014 between Time Warner and us 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, and may be paid in cash or in kind, at our election.
|
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
|
|
Aggregate Notional Amount
|
|
|
Maturity Date
|
|
Objective
|
|
Fair Value as at December 31, 2016
|
|
||
April 5, 2016
|
|
5
|
|
|
Interest rate swap
|
|
€
|
468,800
|
|
|
February 21, 2021
|
|
Interest rate hedge underlying 2021 Euro Term Loan
|
|
$
|
(1,711
|
)
|
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
|
|
$
|
(284
|
)
|
November 10, 2015
|
|
3
|
|
|
Interest rate swap
|
|
€
|
235,335
|
|
|
November 1, 2019
|
|
Interest rate hedge underlying 2019 Euro Term Loan
|
|
$
|
(1,658
|
)
|
November 14, 2014
|
|
2
|
|
|
Interest rate swap
|
|
€
|
250,800
|
|
|
November 1, 2017
|
|
Interest rate hedge underlying 2018 Euro Term Loan
|
|
$
|
(477
|
)
|
|
Accumulated Other Comprehensive Loss
|
|
|
BALANCE December 31, 2015
|
$
|
(1,420
|
)
|
Loss on interest rate swaps
|
(5,447
|
)
|
|
Reclassified to interest expense
|
2,416
|
|
|
BALANCE December 31, 2016
|
$
|
(4,451
|
)
|
|
For The Year Ended December 31,
|
||||||||||
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Currency swaps
|
$
|
(10,213
|
)
|
|
$
|
4,848
|
|
|
$
|
2,311
|
|
|
For The Year Ended December 31,
|
||||||||||
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Interest on long-term debt and other financing arrangements
|
$
|
110,127
|
|
|
$
|
114,730
|
|
|
$
|
104,570
|
|
Amortization of capitalized debt issuance costs
|
9,152
|
|
|
15,484
|
|
|
18,297
|
|
|||
Amortization of debt issuance discount
|
12,945
|
|
|
41,230
|
|
|
19,138
|
|
|||
Total interest expense
|
$
|
132,224
|
|
|
$
|
171,444
|
|
|
$
|
142,005
|
|
|
For The Year Ended December 31,
|
||||||||||
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Interest income
|
$
|
592
|
|
|
$
|
440
|
|
|
$
|
294
|
|
Foreign currency exchange gain / (loss), net
|
6,648
|
|
|
(13,481
|
)
|
|
(12,767
|
)
|
|||
Change in fair value of derivatives (Note 13)
|
(10,213
|
)
|
|
4,848
|
|
|
2,311
|
|
|||
Other income / (expense), net
|
486
|
|
|
(17,746
|
)
|
|
267
|
|
|||
Total other non-operating expense
|
$
|
(2,487
|
)
|
|
$
|
(25,939
|
)
|
|
$
|
(9,895
|
)
|
|
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
|
|
|
|
|
|
|||
Expired
|
(66,000
|
)
|
|
33.66
|
|
|
|
|
|
|||
Outstanding at December 31, 2016
|
2,011,392
|
|
|
$
|
2.32
|
|
|
8.58
|
|
$
|
453
|
|
Vested or expected to vest at December 31, 2016
|
2,011,392
|
|
|
$
|
2.32
|
|
|
8.58
|
|
$
|
453
|
|
Exercisable at December 31, 2016
|
400,000
|
|
|
$
|
2.29
|
|
|
8.42
|
|
$
|
104
|
|
|
For The Year Ended December 31,
|
||||||
|
2016
|
|
|
2015
|
|
||
Risk-free interest rate
|
1.61
|
%
|
|
1.86
|
%
|
||
Expected term (years)
|
6.25
|
|
|
6.25
|
|
||
Expected volatility
|
69.22
|
%
|
|
75.18
|
%
|
||
Dividend yield
|
0
|
%
|
|
0
|
%
|
||
Weighted-average fair value
|
$
|
1.56
|
|
|
$
|
1.54
|
|
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||
|
Shares
|
|
|
Weighted Average Exercise Price (per share)
|
|
|
Shares
|
|
|
Weighted Average Exercise Price (per share)
|
|
|
Shares
|
|
|
Weighted Average Exercise Price (per share)
|
|
|||
Outstanding at January 1
|
1,666,000
|
|
|
$
|
3.53
|
|
|
155,000
|
|
|
$
|
29.88
|
|
|
390,500
|
|
|
$
|
27.26
|
|
Awards granted
|
411,392
|
|
|
2.46
|
|
|
1,600,000
|
|
|
2.29
|
|
|
—
|
|
|
—
|
|
|||
Awards forfeited
|
—
|
|
|
—
|
|
|
(20,000
|
)
|
|
23.12
|
|
|
(114,500
|
)
|
|
30.87
|
|
|||
Awards expired
|
(66,000)
|
|
|
33.66
|
|
|
(69,000
|
)
|
|
28.23
|
|
|
(121,000
|
)
|
|
20.48
|
|
|||
Outstanding at December 31
|
2,011,392
|
|
|
$
|
2.32
|
|
|
1,666,000
|
|
|
$
|
3.53
|
|
|
155,000
|
|
|
$
|
29.88
|
|
|
Number of
Shares / Units
|
|
|
Weighted-Average
Grant Date Fair Value
|
|
|
Unvested at December 31, 2015
|
2,554,597
|
|
|
$
|
2.72
|
|
Granted
|
705,166
|
|
|
2.41
|
|
|
Vested
|
(626,126
|
)
|
|
2.83
|
|
|
Forfeited
|
(91,012
|
)
|
|
2.47
|
|
|
Unvested at December 31, 2016
|
2,542,625
|
|
|
$
|
2.61
|
|
|
For The Year Ended December 31,
|
||||||||||
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Income tax (provision) / credit from continuing operations
|
$
|
(7,317
|
)
|
|
$
|
515
|
|
|
$
|
1,358
|
|
Income tax credit from discontinued operations
|
—
|
|
|
91
|
|
|
1,987
|
|
|||
Total (provision) / tax credit
|
$
|
(7,317
|
)
|
|
$
|
606
|
|
|
$
|
3,345
|
|
|
For The Year Ended December 31,
|
||||||||||
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Current income tax provision:
|
|
|
|
|
|
||||||
Domestic
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Foreign
|
(5,261
|
)
|
|
(550
|
)
|
|
(558
|
)
|
|||
|
(5,261
|
)
|
|
(550
|
)
|
|
(558
|
)
|
|||
Deferred tax (provision) / credit:
|
|
|
|
|
|
||||||
Domestic
|
—
|
|
|
—
|
|
|
—
|
|
|||
Foreign
|
(2,056
|
)
|
|
1,065
|
|
|
1,916
|
|
|||
|
(2,056
|
)
|
|
1,065
|
|
|
1,916
|
|
|||
(Provision) / credit for income taxes
|
$
|
(7,317
|
)
|
|
$
|
515
|
|
|
$
|
1,358
|
|
|
For The Year Ended December 31,
|
||||||||||
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Income taxes at Netherlands rates (25%)
|
$
|
43,310
|
|
|
$
|
25,689
|
|
|
$
|
38,193
|
|
Jurisdictional differences in tax rates
|
(43,049
|
)
|
|
(17,462
|
)
|
|
(12,965
|
)
|
|||
Unrecognized tax benefits
|
(925
|
)
|
|
—
|
|
|
—
|
|
|||
Losses expired
|
(1,847
|
)
|
|
(4,009
|
)
|
|
(4,899
|
)
|
|||
Change in valuation allowance
|
(5,863
|
)
|
|
3,614
|
|
|
(7,012
|
)
|
|||
Non-deductible expenses
|
(395
|
)
|
|
(1,859
|
)
|
|
(5,624
|
)
|
|||
Other
|
1,452
|
|
|
(5,458
|
)
|
|
(6,335
|
)
|
|||
(Provision) / credit for income taxes
|
$
|
(7,317
|
)
|
|
$
|
515
|
|
|
$
|
1,358
|
|
|
December 31, 2016
|
|
|
December 31, 2015
|
|
||
Assets:
|
|
|
|
||||
Tax benefit of loss carry-forwards and other tax credits
|
$
|
112,585
|
|
|
$
|
111,526
|
|
Programming rights
|
2,935
|
|
|
4,052
|
|
||
Property, plant and equipment
|
3,427
|
|
|
4,427
|
|
||
Accrued expenses
|
4,699
|
|
|
4,544
|
|
||
Other
|
1,623
|
|
|
1,718
|
|
||
Gross deferred tax assets
|
125,269
|
|
|
126,267
|
|
||
Valuation allowance
|
(110,920
|
)
|
|
(109,481
|
)
|
||
Net deferred tax assets
|
$
|
14,349
|
|
|
$
|
16,786
|
|
|
|
|
|
||||
Liabilities:
|
|
|
|
||||
Broadcast licenses, trademarks and customer relationships
|
$
|
22,704
|
|
|
$
|
24,897
|
|
Property, plant and equipment
|
142
|
|
|
173
|
|
||
Programming rights
|
7,182
|
|
|
7,082
|
|
||
Other
|
86
|
|
|
75
|
|
||
Total deferred tax liabilities
|
30,114
|
|
|
32,227
|
|
||
Net deferred income tax liability
|
$
|
15,765
|
|
|
$
|
15,441
|
|
|
December 31, 2016
|
|
|
December 31, 2015
|
|
||
Net current deferred tax assets
(1)
|
$
|
—
|
|
|
$
|
10,425
|
|
Net non-current deferred tax assets
|
4,570
|
|
|
124
|
|
||
|
4,570
|
|
|
10,549
|
|
||
|
|
|
|
||||
Net current deferred tax liabilities
(1)
|
—
|
|
|
—
|
|
||
Net non-current deferred tax liabilities
|
20,335
|
|
|
25,990
|
|
||
|
20,335
|
|
|
25,990
|
|
||
|
|
|
|
||||
Net deferred income tax liability
|
$
|
15,765
|
|
|
$
|
15,441
|
|
(1)
|
Reflects the prospective adoption in 2016 of accounting guidance requiring that deferred tax balances be classified as non-current in our consolidated balance sheets. See
Note 2, "Basis of Presentation and Summary of Significant Accounting Policies"
.
|
Balance at December 31, 2015
|
$
|
109,481
|
|
Created during the period
|
15,738
|
|
|
Utilized
|
(2,519
|
)
|
|
Released due to changes in future profitability
|
(7,356
|
)
|
|
Foreign exchange
|
(4,674
|
)
|
|
Other
|
250
|
|
|
Balance at December 31, 2016
|
$
|
110,920
|
|
|
2017
|
|
|
2018
|
|
|
2019
|
|
|
2020
|
|
|
2021-36
|
|
|
Indefinite
|
|
||||||
Bulgaria
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,182
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Czech Republic
|
559
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
The Netherlands
|
27,190
|
|
|
25,832
|
|
|
57,430
|
|
|
46,427
|
|
|
268,060
|
|
|
—
|
|
||||||
Slovak Republic
|
5,749
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Slovenia
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21,898
|
|
||||||
United Kingdom
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,395
|
|
||||||
Total
|
$
|
33,498
|
|
|
$
|
25,835
|
|
|
$
|
57,430
|
|
|
$
|
52,609
|
|
|
$
|
268,060
|
|
|
$
|
23,293
|
|
Balance at December 31, 2013
|
$
|
108
|
|
Decreases resulting from the expiry of the statute of limitations
|
(51
|
)
|
|
Other
|
(4
|
)
|
|
Balance at December 31, 2014
|
53
|
|
|
Decreases resulting from the expiry of the statute of limitations
|
(53
|
)
|
|
Balance at December 31, 2015
|
—
|
|
|
Increases for tax positions taken during a prior period
|
766
|
|
|
Increases for tax positions taken during the current period
|
159
|
|
|
Balance at December 31, 2016
|
$
|
925
|
|
|
For The Year Ended December 31,
|
||||||||||
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Loss from continuing operations
|
$
|
(180,597
|
)
|
|
$
|
(102,285
|
)
|
|
$
|
(151,465
|
)
|
Net loss attributable to noncontrolling interests
|
306
|
|
|
671
|
|
|
4,468
|
|
|||
Less: preferred dividend paid in kind (Note 11)
|
(13,701
|
)
|
|
(17,272
|
)
|
|
(16,036
|
)
|
|||
Loss from continuing operations available to common shareholders, net of noncontrolling interest
|
(193,992
|
)
|
|
(118,886
|
)
|
|
(163,033
|
)
|
|||
Loss from discontinued operations, net of tax
|
—
|
|
|
(13,287
|
)
|
|
(80,431
|
)
|
|||
Net loss attributable to CME Ltd. available to common shareholders - Basic
|
$
|
(193,992
|
)
|
|
$
|
(132,173
|
)
|
|
$
|
(243,464
|
)
|
|
|
|
|
|
|
||||||
Effect of dilutive securities
|
|
|
|
|
|
||||||
Preferred dividend paid in kind
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net loss attributable to CME Ltd. available to common shareholders - Diluted
|
$
|
(193,992
|
)
|
|
$
|
(132,173
|
)
|
|
$
|
(243,464
|
)
|
|
|
|
|
|
|
||||||
Weighted average outstanding shares of common stock - Basic
(1)
|
151,017
|
|
|
146,866
|
|
|
146,509
|
|
|||
Dilutive effect of employee stock options and RSUs
|
—
|
|
|
—
|
|
|
—
|
|
|||
Weighted average outstanding shares of common stock - Diluted
|
151,017
|
|
|
146,866
|
|
|
146,509
|
|
|||
|
|
|
|
|
|
||||||
Net loss per share:
|
|
|
|
|
|
||||||
Continuing operations attributable to CME Ltd. - Basic and diluted
|
$
|
(1.28
|
)
|
|
$
|
(0.81
|
)
|
|
$
|
(1.11
|
)
|
Discontinued operations attributable to CME Ltd. - Basic and diluted
|
—
|
|
|
(0.09
|
)
|
|
(0.55
|
)
|
|||
Net loss attributable to CME Ltd. - Basic and diluted
|
(1.28
|
)
|
|
(0.90
|
)
|
|
(1.66
|
)
|
(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 the common stock.
|
Net revenues:
|
For The Year Ended December 31,
|
||||||||||
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Bulgaria
|
$
|
72,651
|
|
|
$
|
73,090
|
|
|
$
|
87,078
|
|
Croatia
|
55,607
|
|
|
55,912
|
|
|
62,026
|
|
|||
Czech Republic
|
190,372
|
|
|
182,636
|
|
|
202,779
|
|
|||
Romania
|
172,951
|
|
|
157,578
|
|
|
178,614
|
|
|||
Slovak Republic
|
90,549
|
|
|
84,434
|
|
|
90,556
|
|
|||
Slovenia
|
56,912
|
|
|
54,233
|
|
|
61,370
|
|
|||
Intersegment revenues
(1)
|
(1,029
|
)
|
|
(2,042
|
)
|
|
(1,630
|
)
|
|||
Total net revenues
|
$
|
638,013
|
|
|
$
|
605,841
|
|
|
$
|
680,793
|
|
(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 Year Ended December 31,
|
||||||||||
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Bulgaria
|
$
|
12,242
|
|
|
$
|
15,479
|
|
|
$
|
9,367
|
|
Croatia
|
8,578
|
|
|
7,880
|
|
|
7,835
|
|
|||
Czech Republic
|
77,018
|
|
|
71,697
|
|
|
61,964
|
|
|||
Romania
|
62,016
|
|
|
41,176
|
|
|
37,259
|
|
|||
Slovak Republic
|
15,947
|
|
|
10,585
|
|
|
4,586
|
|
|||
Slovenia
|
4,801
|
|
|
6,057
|
|
|
5,331
|
|
|||
Elimination
|
2
|
|
|
(229
|
)
|
|
(16
|
)
|
|||
Total operating segments
|
180,604
|
|
|
152,645
|
|
|
126,326
|
|
|||
Corporate
|
(30,555
|
)
|
|
(29,830
|
)
|
|
(30,880
|
)
|
|||
Total OIBDA
|
$
|
150,049
|
|
|
$
|
122,815
|
|
|
95,446
|
|
|
Depreciation of property, plant and equipment
|
(30,190
|
)
|
|
(27,943
|
)
|
|
(32,836
|
)
|
|||
Amortization of intangibles
|
(8,270
|
)
|
|
(12,271
|
)
|
|
(12,348
|
)
|
|||
Other items
(1)
|
—
|
|
|
11,982
|
|
|
(11,982
|
)
|
|||
Operating income
|
111,589
|
|
|
94,583
|
|
|
38,280
|
|
|||
Interest expense (Note 14)
|
(132,224
|
)
|
|
(171,444
|
)
|
|
(142,005
|
)
|
|||
Loss on extinguishment of debt (Note 4)
|
(150,158
|
)
|
|
—
|
|
|
(39,203
|
)
|
|||
Non-operating expense, net (Note 15)
|
(2,487
|
)
|
|
(25,939
|
)
|
|
(9,895
|
)
|
|||
Loss before tax
|
$
|
(173,280
|
)
|
|
$
|
(102,800
|
)
|
|
$
|
(152,823
|
)
|
(1)
|
Other items consists solely of the charges related to tax audits of our Romanian operations, which were accrued in the fourth quarter of 2014 and fully released in the third quarter of 2015.
|
Total assets
(1)
:
|
December 31, 2016
|
|
|
December 31, 2015
|
|
||
Bulgaria
|
$
|
130,873
|
|
|
$
|
134,418
|
|
Croatia
|
49,135
|
|
|
52,306
|
|
||
Czech Republic
|
700,190
|
|
|
746,269
|
|
||
Romania
|
266,132
|
|
|
261,984
|
|
||
Slovak Republic
|
131,220
|
|
|
121,122
|
|
||
Slovenia
|
72,381
|
|
|
70,911
|
|
||
Total operating segments
|
1,349,931
|
|
|
1,387,010
|
|
||
Corporate
|
40,786
|
|
|
53,407
|
|
||
Total assets
|
$
|
1,390,717
|
|
|
$
|
1,440,417
|
|
(1)
|
Segment assets exclude any intercompany balances.
|
Capital Expenditures:
|
For The Year Ended December 31,
|
||||||||||
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Bulgaria
|
$
|
3,304
|
|
|
$
|
3,517
|
|
|
$
|
2,627
|
|
Croatia
|
2,593
|
|
|
3,215
|
|
|
2,701
|
|
|||
Czech Republic
|
8,043
|
|
|
10,982
|
|
|
9,139
|
|
|||
Romania
|
6,863
|
|
|
5,794
|
|
|
4,686
|
|
|||
Slovak Republic
|
1,693
|
|
|
2,921
|
|
|
2,240
|
|
|||
Slovenia
|
4,128
|
|
|
3,197
|
|
|
3,502
|
|
|||
Total operating segments
|
26,624
|
|
|
29,626
|
|
|
24,895
|
|
|||
Corporate
|
2,943
|
|
|
3,891
|
|
|
3,790
|
|
|||
Total capital expenditures
|
$
|
29,567
|
|
|
$
|
33,517
|
|
|
$
|
28,685
|
|
Long-lived assets
(1)
:
|
December 31, 2016
|
|
|
December 31, 2015
|
|
||
Bulgaria
|
$
|
6,280
|
|
|
$
|
5,602
|
|
Croatia
|
5,832
|
|
|
5,497
|
|
||
Czech Republic
|
39,529
|
|
|
39,907
|
|
||
Romania
|
22,796
|
|
|
20,873
|
|
||
Slovak Republic
|
15,326
|
|
|
15,606
|
|
||
Slovenia
|
14,177
|
|
|
15,082
|
|
||
Total operating segments
|
103,940
|
|
|
102,567
|
|
||
Corporate
|
5,149
|
|
|
5,955
|
|
||
Total long-lived assets
|
$
|
109,089
|
|
|
$
|
108,522
|
|
(1)
|
Reflects property, plant and equipment.
|
Revenue by type:
|
For The Year Ended December 31,
|
||||||||||
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Television advertising
|
$
|
532,600
|
|
|
$
|
505,498
|
|
|
$
|
565,601
|
|
Carriage fees and subscriptions
|
78,606
|
|
|
73,058
|
|
|
80,487
|
|
|||
Other
|
26,807
|
|
|
27,285
|
|
|
34,705
|
|
|||
Total net revenues
|
$
|
638,013
|
|
|
$
|
605,841
|
|
|
$
|
680,793
|
|
|
Programming purchase obligations
|
|
|
Other
commitments
|
|
|
Operating
leases
|
|
|
Capital
expenditures
|
|
||||
2017
|
$
|
43,462
|
|
|
$
|
17,545
|
|
|
$
|
3,374
|
|
|
$
|
609
|
|
2018
|
34,889
|
|
|
5,157
|
|
|
2,077
|
|
|
—
|
|
||||
2019
|
32,074
|
|
|
10,851
|
|
|
923
|
|
|
—
|
|
||||
2020
|
14,003
|
|
|
356
|
|
|
476
|
|
|
—
|
|
||||
2021
|
1,503
|
|
|
322
|
|
|
327
|
|
|
—
|
|
||||
2022 and thereafter
|
2,281
|
|
|
44
|
|
|
1,433
|
|
|
—
|
|
||||
Total
|
$
|
128,212
|
|
|
$
|
34,275
|
|
|
$
|
8,610
|
|
|
$
|
609
|
|
|
For The Year Ended December 31,
|
||||||||||
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Net revenues
|
$
|
—
|
|
|
$
|
198
|
|
|
$
|
59
|
|
Cost of revenues
|
25,445
|
|
|
32,497
|
|
|
20,713
|
|
|||
Interest expense
|
108,205
|
|
|
127,970
|
|
|
61,887
|
|
|
December 31, 2016
|
|
|
December 31, 2015
|
|
||
Programming liabilities
|
$
|
18,959
|
|
|
$
|
14,583
|
|
Other accounts payable and accrued liabilities
|
192
|
|
|
53
|
|
||
Long-term debt and other financing arrangements
|
—
|
|
|
324,979
|
|
||
Accrued interest payable
(1)
|
9,588
|
|
|
5,781
|
|
||
Other non-current liabilities
(2)
|
44,397
|
|
|
31,895
|
|
(1)
|
Amount represents accrued Guarantee Fees for which we have not yet paid in cash or made an election to pay in kind. See
Note 4, "Long-term Debt and Other Financing Arrangements"
.
|
(2)
|
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"
.
|
|
For the Year Ended December 31, 2016
|
||||||||||||||
|
First Quarter (Unaudited)
|
|
Second Quarter (Unaudited)
|
|
Third Quarter (Unaudited)
|
|
Fourth Quarter (Unaudited)
|
||||||||
Consolidated Statements of Operations and Comprehensive Income / Loss Data:
|
|
|
|
|
|
|
|
||||||||
Net revenues
|
$
|
129,000
|
|
|
$
|
175,206
|
|
|
$
|
126,706
|
|
|
$
|
207,101
|
|
Cost of revenues
|
97,777
|
|
|
104,962
|
|
|
91,141
|
|
|
119,946
|
|
||||
Operating income
|
7,763
|
|
|
43,891
|
|
|
8,384
|
|
|
51,551
|
|
||||
(Loss) / income from continuing operations
|
(40,694
|
)
|
|
(141,249
|
)
|
|
(19,823
|
)
|
|
21,169
|
|
||||
Net (loss) / income
|
(40,694
|
)
|
|
(141,249
|
)
|
|
(19,823
|
)
|
|
21,169
|
|
||||
Net (loss) / income attributable to CME Ltd.
|
(40,435
|
)
|
|
(141,317
|
)
|
|
(19,627
|
)
|
|
21,088
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net (loss) / income per share:
|
|
|
|
|
|
|
|
||||||||
Basic EPS
|
$
|
(0.31
|
)
|
|
$
|
(0.98
|
)
|
|
$
|
(0.14
|
)
|
|
$
|
0.07
|
|
Effect of dilutive securities
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.01
|
)
|
||||
Diluted EPS
|
$
|
(0.31
|
)
|
|
$
|
(0.98
|
)
|
|
$
|
(0.14
|
)
|
|
$
|
0.06
|
|
|
For the Year Ended December 31, 2015
|
||||||||||||||
|
First Quarter (Unaudited)
|
|
Second Quarter (Unaudited)
|
|
Third Quarter (Unaudited)
|
|
Fourth Quarter (Unaudited)
|
||||||||
Consolidated Statements of Operations and Comprehensive Income / Loss Data:
|
|
|
|
|
|
|
|
||||||||
Net revenues
|
$
|
126,133
|
|
|
$
|
166,834
|
|
|
$
|
117,322
|
|
|
$
|
195,552
|
|
Cost of revenues
|
98,828
|
|
|
101,229
|
|
|
85,832
|
|
|
116,654
|
|
||||
Operating (loss) / income
|
(17,239
|
)
|
|
36,441
|
|
|
28,853
|
|
|
46,528
|
|
||||
(Loss) / income from continuing operations
|
(70,243
|
)
|
|
(11,669
|
)
|
|
(21,510
|
)
|
|
1,137
|
|
||||
(Loss) / income from discontinued operations, net of tax
|
(3,288
|
)
|
|
2,684
|
|
|
(265
|
)
|
|
(12,418
|
)
|
||||
Net loss
|
(73,531
|
)
|
|
(8,985
|
)
|
|
(21,775
|
)
|
|
(11,281
|
)
|
||||
Net loss attributable to CME Ltd.
|
(73,274
|
)
|
|
(8,678
|
)
|
|
(21,522
|
)
|
|
(11,427
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Net loss per share:
|
|
|
|
|
|
|
|
||||||||
Basic EPS
|
$
|
(0.53
|
)
|
|
$
|
(0.09
|
)
|
|
$
|
(0.18
|
)
|
|
$
|
(0.11
|
)
|
Effect of dilutive securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Diluted EPS
|
$
|
(0.53
|
)
|
|
$
|
(0.09
|
)
|
|
$
|
(0.18
|
)
|
|
$
|
(0.11
|
)
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
(1)
|
There were
3,269,084
shares available for issuance under CME’s 2015 Stock Incentive Plan at
December 31, 2016
after reflecting both stock options and restricted stock units in column (a).
|
•
|
Reports of Independent Registered Public Accounting Firms;
|
•
|
Consolidated Balance Sheets as of
December 31, 2016
and
2015
;
|
•
|
Consolidated Statements of Operations and Comprehensive Income / Loss for the years ended
December 31, 2016
,
2015
and
2014
;
|
•
|
Consolidated Statements of Equity for the years ended
December 31, 2016
,
2015
and
2014
;
|
•
|
Consolidated Statements of Cash Flows for the years ended
December 31, 2016
,
2015
and
2014
; and
|
•
|
Notes to Consolidated Financial Statements.
|
Exhibit Number
|
|
Description
|
3.01*
|
|
Memorandum of Association (incorporated by reference to Exhibit 3.01 to the Company's Registration Statement No. 3380344 on Form S-1 filed June 17, 1994).
|
|
|
|
3.02*
|
|
Memorandum of Increase of Share Capital (incorporated by reference Exhibit 3.03 to Amendment No. 1 to the Company's Registration Statement No. 33-80344 on Form S-1, filed August 19, 1994).
|
|
|
|
3.03*
|
|
Memorandum of Reduction of Share Capital (incorporated by reference to Exhibit 3.04 to Amendment No. 2 to the Company's Registration Statement No. 33-80344 on Form S-1, filed September 14, 1994).
|
|
|
|
3.04*
|
|
Certificate of Deposit of Memorandum of Increase of Share Capital executed by the Registrar of Companies on May 20, 1997 (incorporated by reference to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 1997).
|
|
|
|
3.05*
|
|
Certificate of Deposit of Memorandum of Increase of Share Capital executed by the Registrar of Companies on July 11, 2012 (incorporated by reference to Exhibit 3.05 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2012).
|
|
|
|
3.06*
|
|
Certificate of Deposit of Memorandum of Increase of Share Capital executed by the Registrar of Companies on July 3, 2013 (incorporated by reference to Exhibit 3.02 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2013).
|
|
|
|
3.07*
|
|
Certificate of Deposit of Memorandum of Increase of Share Capital executed by the Registrar of Companies on April 28, 2014 (incorporated by reference to Exhibit 3.02 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2014).
|
|
|
|
3.08*
|
|
Bye-Laws of Central European Media Enterprises Ltd., as amended and restated on April 14, 2014 (incorporated by reference to Exhibit 3.01 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2014).
|
|
|
|
4.01*
|
|
Specimen Class A Common Stock Certificate (incorporated by reference to Exhibit 4.01 to Amendment No. 1 to the Company's Registration Statement No. 33-80344 on Form S-1, filed August 19, 1994).
|
|
|
|
4.02*
|
|
Warrant Agreement, dated May 2, 2014, between Central European Media Enterprises Ltd. and American Stock Transfer & Trust Company, LLC (as Warrant Agent) (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed May 5, 2014).
|
|
|
|
4.03*
|
|
Private Unit Warrant Agreement, dated May 2, 2014, between Central European Media Enterprises Ltd. and American Stock Transfer & Trust Company, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 5, 2014).
|
|
|
|
4.04*
|
|
Initial Warrant Agreement, dated May 2, 2014, between Central European Media Enterprises Ltd. and American Stock Transfer & Trust Company, LLC (as Warrant Agent) (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on May 5, 2014).
|
|
|
|
4.05*
|
|
Form of Warrant for Unit Warrants (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on May 5, 2014).
|
|
|
|
4.06*
|
|
Registration Rights Agreement between the Company and Time Warner Holdings B.V., dated May 18, 2009 (incorporated by reference to Exhibit 4.11 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2009).
|
|
|
|
4.07*
|
|
Registration Rights Agreement, by and among Ronald S. Lauder, RSL Capital LLC and Central European Media Enterprises Ltd., dated as of April 30, 2012 (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on April 30, 2012).
|
|
|
|
4.08*
|
|
Certificate of Designation of the Series A Convertible Preferred Stock of Central European Media Enterprises Ltd., dated July 2, 2012 (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on July 3, 2012).
|
|
|
|
4.09*
|
|
Certificate of Designation of the Series B Convertible Redeemable Preferred Stock of Central European Media Enterprises Ltd., issued on June 25, 2013 (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on June 25, 2013).
|
|
|
|
Exhibit Number
|
|
Description
|
10.01*+
|
|
Central European Media Enterprises Ltd. Amended and Restated Stock Incentive Plan, as amended on June 13, 2012 (incorporated by reference to Exhibit 10.7 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012).
|
|
|
|
10.02*+
|
|
Central European Media Enterprises Ltd. 2015 Stock Incentive Plan (incorporated by reference to Exhibit 10.01 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2015).
|
|
|
|
10.03*+
|
|
Form of Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 13, 2012).
|
|
|
|
10.04*+
|
|
Form of Restricted Stock Unit Award Agreement (time-based vesting) (incorporated by reference to Exhibit 10.01 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2014).
|
|
|
|
10.05*+
|
|
Form of Restricted Stock Unit Award Agreement (performance-based vesting) (for use from March 2015) (incorporated by reference to Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2016).
|
|
|
|
10.06*+
|
|
Form of Restricted Stock Unit Award Agreement (Directors’ Version) (for use from June 2015) (incorporated by reference to Exhibit 10.02 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2015).
|
|
|
|
10.07*+
|
|
Form of Employee Non-Qualified Stock Option Agreement (for use from June 2015) (incorporated by reference to Exhibit 10.03 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2015).
|
|
|
|
10.08*+
|
|
Form of Restricted Stock Unit Award Agreement (time-based vesting) (for use from March 2015) (incorporated by reference to Exhibit 10.04 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2015).
|
|
|
|
10.09*+
|
|
Form of Restricted Stock Unit Award Agreement (time-based vesting) (2015 Plan, for use from March 2016) (incorporated by reference to Exhibit 10.11 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2016).
|
|
|
|
10.10+
|
|
Form of Employee Non-Qualified Stock Option Agreement (co-CEOs version, 2015 Plan, for use from June 2015).
|
|
|
|
10.11+
|
|
Form of Restricted Stock Unit Award Agreement (time-based vesting) (co-CEOs version, 2015 Plan, for use from March 2016).
|
|
|
|
10.12*
|
|
Investment Agreement between CME Media Enterprises B.V, and Top Tone Media Holdings Limited, dated April 22, 2010 (incorporated by reference to Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2010).
|
|
|
|
10.13*
|
|
Subscription Agreement, by and between Central European Media Enterprises Ltd. and TW Media Holdings LLC, dated March 22, 2009 (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2009).
|
|
|
|
10.14*
|
|
Sale and Purchase Agreement in respect of Pro TV S.A., Media Pro International S.A. and Media Vision S.R.L. among CME Investments B.V., Central European Media Enterprises Ltd. and Adrian Sarbu, dated May 24, 2010 (incorporated by reference to Exhibit 10.8 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2010).
|
|
|
|
10.15*
|
|
Subscription and Equity Commitment Agreement, by and between Time Warner Media Holdings B.V. and the Company, dated as of April 30, 2012 (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on April 30, 2012).
|
|
|
|
10.16*
|
|
Letter Agreement, by and among Time Warner Media Holdings B.V., the Company, RSL Savannah LLC, RSL Capital LLC, RSL Investments Corporation and Ronald S. Lauder, dated as of April 30, 2012 (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed on April 30, 2012).
|
|
|
|
10.17*
|
|
Subscription Agreement, by and among Ronald S. Lauder, RSL Capital LLC and the Company, dated as of April 30, 2012 (incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K filed on April 30, 2012).
|
|
|
|
10.18*
|
|
Indemnity Agreement, by and among Central European Media Enterprises Ltd., Ronald S. Lauder and RSL Savannah LLC, dated as of March 22, 2009 (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2009).
|
|
|
|
Exhibit Number
|
|
Description
|
10.19*
|
|
Investor Rights Agreement among the Company, Ronald S. Lauder, RSL Savannah LLC, RSL Investment LLC, RSL Investments Corporation and Time Warner Media Holdings B.V., dated May 18, 2009 (incorporated by reference to Exhibit 10.71 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2009).
|
|
|
|
10.20*
|
|
First Amendment to the Investor Rights Agreement, by and among the Company, Ronald S. Lauder, RSL Savannah LLC, RSL Capital LLC, RSL Investments Corporation and Time Warner Media Holdings B.V., dated as of April 30, 2012 (incorporated by reference to Exhibit 10.5 to the Company's Current Report on Form 8-K filed on April 30, 2012).
|
|
|
|
10.21*
|
|
Subscription Agreement, dated as of April 29, 2013, by and between Central European Media Enterprises Ltd. and Time Warner Media Holdings B.V. (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on April 29, 2013).
|
|
|
|
10.22*
|
|
Letter Agreement, dated as of April 29, 2013, by and between RSL Savannah LLC, RSL Capital LLC, RSL Investments Corporation, Ronald S. Lauder and Time Warner Media Holdings B.V. (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on April 29, 2013).
|
|
|
|
10.23*
|
|
Framework Agreement, dated as of February 28, 2014, among Central European Media Enterprises Ltd., Time Warner Inc. and Time Warner Media Holdings B.V. (incorporated by reference to Exhibit 99.1 to the Company’s Registration Statement on Form S-3 filed February 28, 2014).
|
|
|
|
10.24*
|
|
Standby Purchase Agreement, dated as of March 24, 2014, between Central European Media Enterprises Ltd. and Time Warner Media Holdings B.V. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed March 27, 2014).
|
|
|
|
10.25*
|
|
Pledge Agreement on Shares in Central European Media Enterprises N.V., dated May 2, 2014, among Central European Media Enterprises Ltd. (as Pledgor), Time Warner Inc. (as Pledgee) and Central European Media Enterprises N.V. (as the Company), with respect to the Time Warner Revolving Credit Facility (incorporated by reference to Exhibit 10.10 to the Company’s Current Report on Form 8-K filed on May 5, 2014).
|
|
|
|
10.26*
|
|
Deed of Pledge of Shares (CME Media Enterprises B.V.), dated May 2, 2014, among Central European Media Enterprises N.V. (as Pledgor), Time Warner Inc. (as Pledgee) and CME Media Enterprises B.V. (as the Company), with respect to the Time Warner Revolving Credit Facility (incorporated by reference to Exhibit 10.9 to the Company’s Current Report on Form 8-K filed on May 5, 2014).
|
|
|
|
10.27*
|
|
Credit Agreement dated as of November 14, 2014 among Central European Media Enterprises Ltd., 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 in Form 8-K filed on November 14, 2014).
|
|
|
|
10.28*
|
|
Commitment Letter dated as of November 14, 2014 between Central European Media Enterprises Ltd. and Time Warner Inc. (incorporated by reference to Exhibit 10.2 to the Company's Current Report in Form 8-K filed on November 14, 2014).
|
|
|
|
10.29*
|
|
Credit Agreement dated as of September 30, 2015 among Central European Media Enterprises Ltd., 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 October 1, 2015).
|
|
|
|
10.30*
|
|
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).
|
|
|
|
10.31*
|
|
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).
|
|
|
|
10.32*
|
|
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).
|
|
|
|
10.33*
|
|
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).
|
|
|
|
Exhibit Number
|
|
Description
|
10.34*
|
|
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).
|
|
|
|
10.35*
|
|
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).
|
|
|
|
10.36*
|
|
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).
|
|
|
|
10.37*
|
|
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).
|
|
|
|
10.38*
|
|
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).
|
|
|
|
10.39*+
|
|
Amended and Restated Contract of Employment between CME Media Services Limited and Michael Del Nin, dated July 1, 2016 (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 8-K filed on July 1, 2016).
|
|
|
|
10.40*+
|
|
Amended and Restated Contract of Employment between CME Media Services Limited and Christoph Mainusch, dated July 1, 2016 (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 8-K filed on July 1, 2016).
|
|
|
|
10.41*+
|
|
Amended and Restated Contract of Employment between CME Media Services Limited and David Sturgeon, dated July 27, 2010 (incorporated by reference to Exhibit 10.9 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2010).
|
|
|
|
10.42*+
|
|
Amendment to Amended and Restated Contract of Employment between CME Media Services Limited and David Sturgeon, dated June 5, 2014 (incorporated by reference to Exhibit 10.02 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2014).
|
|
|
|
10.43*+
|
|
Amendment to Amended and Restated Contract of Employment between CME Media Services Limited and David Sturgeon, as amended, dated March 10, 2015 (incorporated by reference to Exhibit 10.43 to the Company’s Annual Report on Form 10-K for the fiscal period ended December 31, 2014).
|
|
|
|
10.44*+
|
|
Contract of Employment between CME Media Services Limited and Daniel Penn, dated February 20, 2012 (incorporated by reference to Exhibit 10.47 to the Company's Annual Report on Form 10-K for the fiscal period ended December 31, 2011).
|
|
|
|
10.45*+
|
|
Amendment to Contract of Employment between CME Media Services Limited and Daniel Penn, dated March 10, 2015 (incorporated by reference to Exhibit 10.45 to the Company’s Annual Report on Form 10-K for the fiscal period ended December 31, 2014).
|
|
|
|
10.46*+
|
|
Amended and Restated Contract of Employment between CME Media Services Limited and Adrian Sarbu, dated April 4, 2013 (incorporated by reference to Exhibit 10.01 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2013).
|
|
|
|
10.47*+
|
|
Separation Agreement between CME Media Services Limited and Adrian Sarbu, dated August 21, 2013 (incorporated by reference to Exhibit 10.1 to the Company's Current Report in Form 8-K filed on August 21, 2013).
|
|
|
|
21.01
|
|
List of subsidiaries.
|
|
|
|
23.01
|
|
Consent of Ernst & Young LLP.
|
|
|
|
23.02
|
|
Consent of Deloitte LLP.
|
|
|
|
24.01
|
|
Power of Attorney, dated as of February 9, 2017.
|
Exhibit Number
|
|
Description
|
|
|
|
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:
|
February 9, 2017
|
/s/ David Sturgeon
David Sturgeon
Executive Vice President and Chief Financial Officer
Principal Financial Officer and Principal Accounting Officer
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
*
|
|
Chairman of the Board of Directors
|
|
February 9, 2017
|
John K. Billock
|
|
|
|
|
|
|
|
|
|
/s/ Michael Del Nin
|
|
co-Chief Executive Officer
|
|
February 9, 2017
|
Michael Del Nin
|
|
(co-Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ Christoph Mainusch
|
|
co-Chief Executive Officer
|
|
February 9, 2017
|
Christoph Mainusch
|
|
(co-Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ David Sturgeon
|
|
Chief Financial Officer
|
|
February 9, 2017
|
David Sturgeon
|
|
(Principal Financial Officer and
Principal Accounting Officer)
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
February 9, 2017
|
Paul T. Cappuccio
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
February 9, 2017
|
Iris Knobloch
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
February 9, 2017
|
Charles R. Frank
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
February 9, 2017
|
Alfred W. Langer
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
February 9, 2017
|
Bruce Maggin
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
*
|
|
Director
|
|
February 9, 2017
|
Parm Sandhu
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
February 9, 2017
|
Doug Shapiro
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
February 9, 2017
|
Kelli Turner
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
February 9, 2017
|
Gerhard Zeiler
|
|
|
|
|
|
*
|
By:
|
/s/ David Sturgeon
|
|
|
|
David Sturgeon
|
|
|
|
Attorney-in-fact **
|
|
|
|
|
|
**
|
By authority of the power of attorney filed herewith
|
|
|
|
|
|
|
Bad debt and credit note provision
|
|
Deferred tax allowance
|
||||
BALANCE December 31, 2013
|
$
|
14,789
|
|
|
$
|
133,018
|
|
Charged to costs and expenses
|
4,238
|
|
|
7,012
|
|
||
Deductions
(1)
|
(6,303
|
)
|
|
—
|
|
||
Foreign exchange
|
(1,989
|
)
|
|
(15,767
|
)
|
||
BALANCE December 31, 2014
|
10,735
|
|
|
124,263
|
|
||
Charged to costs and expenses
|
2,071
|
|
|
(3,614
|
)
|
||
Deductions
(1)
|
(2,402
|
)
|
|
—
|
|
||
Foreign exchange
|
(1,203
|
)
|
|
(11,168
|
)
|
||
BALANCE December 31, 2015
|
9,201
|
|
|
109,481
|
|
||
Charged to costs and expenses
|
3,631
|
|
|
5,863
|
|
||
Deductions
(1)
|
(2,923
|
)
|
|
250
|
|
||
Foreign exchange
|
(311
|
)
|
|
(4,674
|
)
|
||
BALANCE December 31, 2016
|
$
|
9,598
|
|
|
$
|
110,920
|
|
(1)
|
Charged to other accounts for the bad debt and credit note provision consist primarily of accounts receivable written off.
|
1.
|
Grant of Option
.
The Company hereby grants to the Optionee an option (the “Option”) to purchase up to [•] shares (the “Shares”) of Class A common stock, par value $0.08 per share, of the Company, at an exercise price of $ [•] per Share (the “Exercise Price per Share”), on the terms and conditions set forth herein. The Option is a non-qualified stock option.
|
2.
|
Vesting Provisions
.
|
(a)
|
Vesting Schedule
.
Subject to Sections 2(b), (c) and (d) hereof, the Option shall vest and become exercisable on the following schedule:
|
(b)
|
Change in Control
. Notwithstanding any other provision of this Agreement or the Plan, in the event of a Change in Control the unvested portion of the Option shall fully vest and become exercisable immediately prior to such Change in Control.
|
(c)
|
Time Warner Transaction and Qualifying Termination Event
. Notwithstanding any other provision of this Agreement or the Plan, the unvested portion of the Option shall fully vest and become exercisable in accordance with the provisions of Annex A in connection with a Time Warner Transaction or a Qualifying Termination Event.
|
(d)
|
Death or Disability
. If the Optionee’s Service terminates due to death or disability, the unvested portion of the Option shall fully vest and become exercisable on the date of such termination. For purposes of this Agreement, “disability” means the Optionee’s inability to perform the duties and responsibilities required of the Optionee 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.
|
3.
|
Manner of Exercise of the Option
.
|
(a)
|
Exercise Notice
.
Subject to Section 4, the Optionee may exercise all or any part of the Option that has vested in accordance with Section 2 of this Agreement, by giving written notice to the Company in the form of
Exhibit 1
attached hereto (an “Exercise Notice”) specifying the number of Shares with respect to which the Option is being exercised, which notice shall be signed (whether or not in electronic form) by the person exercising the Option. The Option may be exercised with respect to whole Shares only. When delivering the Exercise Notice, the Optionee shall also, in accordance with Section 6(d) of the Plan, make provision for the payment of the aggregate Exercise Price per Shares for the Option being exercised and any applicable withholding tax for the Shares as to which the Option is exercised (together, the “Payment”). Upon any exercise of the Option, the number of Shares with respect to which the vested portion of the Option may thereafter be exercised by the Optionee shall no longer include the number of Shares with respect to which the Option has been exercised. The vested portion of the Option shall continue to be exercisable in respect of such remaining Shares until the Expiration Date unless earlier terminated pursuant to Section 4.
|
(b)
|
Payment of Exercise Price
. The Optionee shall pay to the Company the aggregate Exercise Price for Shares and any applicable withholding tax for the Shares as to which the Option is exercised by one or more of the following methods: (i) in cash, (ii) by delivering irrevocable instructions to a broker to sell such number of Shares obtained on the exercise of the Option and to deliver promptly to the Company an amount of proceeds of such sale equal to the Payment, or (iii) a combination of the foregoing.
|
(c)
|
Delivery of Shares
. As soon as practicable following the receipt by the Company of a valid Exercise Notice and Payment, the Company shall (i) register the Optionee’s ownership of and deliver such Shares electronically or (ii) deliver to the Optionee a certificate for the Shares.
|
4.
|
Termination of the Option
.
|
(a)
|
Termination
.
Subject to the provisions of the Plan and this Agreement, the Option and all rights of the Optionee hereunder, to the extent not previously exercised, shall terminate on [•] (the “Expiration Date”) and the Optionee will have no further right, title or interest in or to such Option or the underlying Shares after the Expiration Date.
|
(b)
|
Exercise Following Certain Events
. Notwithstanding Section 4(a), if the Optionee’s Service terminates prior to the Expiration Date, the unvested portion of the Option shall terminate and be of no further effect immediately upon the Optionee’s termination of Service and the vested portion of the Option (including pursuant to Section 2(b), Section 2(d) or Annex A) shall be exercisable for the periods set out below. If the vested portion of the Option is not exercised during the applicable period set out below, the Option will immediately terminate upon the expiration of such applicable period.
|
(i)
|
Voluntary Termination
. If the Optionee terminates his or her Service other than for Good Reason, the vested portion of the Option as of the date of such termination of Service may be exercised by the Optionee during the period ending three months after the date of such termination, but in no event after the Expiration Date.
|
(ii)
|
Death or Disability
. If the Optionee’s Service terminates as the result of the Optionee’s death or disability, the Option may be exercised by the Optionee or the Optionee’s legal representatives during the period ending twelve (12) months after the date of the Optionee’s death or disability, but in no event after the Expiration Date.
|
(iii)
|
Qualifying Termination Event
. In the event the Optionee’s Service with the Company and any Affiliate terminates as a result of a Qualifying Termination Event, the Option may be exercised by the Optionee during the period ending twelve (12) months following such termination, but in no event after the Expiration Date.
|
(iv)
|
Termination for Cause
. If the termination of Optionee’s Service with the Company or any Affiliate occurs by reason of Termination for Cause (as defined in Annex A), the Option, whether vested or unvested, shall be immediately terminated effective as of the date when Optionee’s Service with the Company or any Affiliate terminates, for no consideration.
|
(c)
|
Exercise Date
. If the last day on which the Option may be exercised, is a Saturday, Sunday or other day that is not a trading day on the NASDAQ Global Market or, if the Company’s Shares are not then listed on the NASDAQ Global Market, such other stock exchange or trading system that is the primary exchange on which the Company’s Shares are then traded, then the last day on which the Option may be exercised shall be the preceding trading day on the NASDAQ Global Market or such other stock exchange or trading system.
|
5.
|
Withholding Taxes
. The Optionee acknowledges that Optionee may be liable for federal, state, national, local income and employment taxes and social, health or national insurance assessed and/or withheld in connection with the Option, its exercise or the issuance of Shares (collectively, “Withholding Taxes”) under the applicable laws of the jurisdiction where the Optionee is resident or may otherwise be applicable to the Optionee in respect of the Option or the issuance of Shares.
|
(a)
|
Amount of Withholding Taxes
. Prior to the exercise of any portion of the Option pursuant to Section 3 above, the Company shall inform the Optionee of (i) the estimated amount of any Withholding Taxes which the Company determines will be owed by the Optionee, by reason of the exercise of the Option and (ii) the estimated amount, if any, that the Company or any of its Affiliates will be required to withhold from the Optionee by reason of such exercise.
|
(b)
|
Payment of Withholding Taxes
. The Optionee may satisfy its obligation in respect of Withholding Taxes: (i) by paying to the Company in cash an amount equal to the Withholding Taxes no later than the date of exercise of the Option; or (ii) 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 the Shares to be received on the exercise of the Option in an amount sufficient to cover such Withholding Taxes.
|
(c)
|
Satisfying Withholding Tax Obligations with Shares
. The Company may, in the sole discretion of the Committee, permit the Optionee to satisfy all or any portion of the Company’s or any of its Affiliates’ obligations for Withholding Taxes in respect of an Option by deducting from the Shares the Optionee 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 if necessary to avoid any adverse accounting treatment). The Optionee agrees that delivery of a number of Shares net of the amount deducted for purposes of satisfying Withholding Tax obligations shall be full settlement of the Option or portion thereof being exercised for all purposes.
|
(d)
|
Set-off Right
. The Company may withhold amounts from any compensation otherwise payable to the Optionee by the Company or any of its Affiliates, and the Optionee hereby authorizes the withholding from compensation payable to Optionee, any amounts required to satisfy any Withholding Tax obligations of the Company or any of its Affiliates in connection with the Option. The Company shall not be required to deliver any Shares if it has not received satisfactory evidence of payment of all Withholding Taxes.
|
6.
|
No Rights in Shares
.
The Optionee shall not have any of the rights and privileges of a stockholder of the Company in respect of any Shares covered by the Option until the Optionee shall have become the holder of record of any such Shares and such Shares have been issued, recorded in the records of the Company or its transfer agent and delivered to the Optionee. The Optionee must complete such administrative documentation required by this Agreement or the Committee before the Company may issue the Shares, record such issuance in the records of the Company or its transfer agent and deliver such Shares to the Optionee following the Exercise of Option in accordance with Section 3 of this Agreement. The Company may postpone such issuance, recording and delivery of the Shares if such proper documentation is not received by the Company.
|
7.
|
Availability of Stock
.
The Company agrees that it will reserve such number of Shares of its authorised Class A common stock as shall be necessary to satisfy the requirements of this Agreement.
|
8.
|
Adjustment of Option
. In the event that prior to the exercise in full of the Option, the Company shall have effected one or more stock dividends, stock splits, reorganisation, recapitalization, combination of shares, mergers, consolidations, or other changes in corporate structure or stock of the Company, the Committee shall equitably adjust the number, kind and Exercise Price per Share of the Shares remaining subject to the Option in accordance with the Plan.
|
9.
|
Regulatory Compliance
. The Option may not be exercised prior to completion of, and the Company may postpone issuing and recording the Shares to the Optionee issuable pursuant to this Agreement in the records of the Company or its transfer agent for such period as may be required for, compliance with any registration or other applicable requirements under any applicable securities or other laws the listing requirements of any applicable stock exchange, or any ruling or regulation in respect thereof, and the Company shall not be obligated to deliver any such Shares to the Optionee if either delivery thereof would constitute a violation of any provision of any law or of any ruling or regulation of any governmental authority or any applicable stock exchange. The Company shall not be liable to the Optionee or its representative for any damages relating from any delays in recording the issuance and delivery of Shares to the Optionee in the records of the Company or its transfer agent, any loss of the certificates by the Optionee or otherwise, or any mistakes or errors in connection therewith.
|
10.
|
Non Transferability
.
The Optionee 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 Option.
|
11.
|
Effect Upon Services
.
Nothing contained in this Agreement or in the Plan shall confer upon the Optionee any right with respect to the continuation of the Optionee’s employment with the Company and its Affiliates 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.
|
12.
|
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 Option in a manner consistent with the terms thereof and hereof (including, but not limited to, determining, in its sole and absolute discretion, whether any Option has vested and whether any unvested portion of the Option 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 Optionee, and the Optionee’s respective successors and assigns.
|
13.
|
Reference to the Plan
.
The Option 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.
|
14.
|
Incentive Compensation Recoupment Policy
. The Option and the underlying Shares are subject to recoupment in accordance with the Company’s Incentive Compensation Recoupment Policy in effect from time to time.
|
15.
|
The Code
. It is intended that the Option is exempt from Sections 409A and 457A of the U.S. Internal Revenue Code of 1986 (as amended, the “Code”). Notwithstanding the foregoing, the Optionee shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on the Optionee in connection with the Option (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 Optionee harmless from any or all of such taxes or penalties.
|
16.
|
Amendment
. The Optionee 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. The Optionee hereby further consents to any amendment of the Plan and/or this Agreement which the Board of Directors or the Committee, in its sole discretion and upon advice of legal counsel, may deem necessary or advisable to enable the exercise of the Option to comply with any applicable rules and regulations of the Securities and Exchange Commission, including, without intending any limitation, any amendment which would exempt such exercise from the operation of Section 16 of the Exchange Act. Except as provided above, any amendment to this Agreement must be in writing and signed by the Company and the Optionee.
|
17.
|
Acceptance of Option; Electronic Delivery
. The Option grant evidenced by this Agreement shall be forfeited for no consideration if this Agreement is not accepted by the Optionee 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 Optionee (i) consents to the electronic delivery of this Agreement, all information with respect to the Plan and the Option, 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 Optionee 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 Optionee may revoke the Optionee’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.
|
18.
|
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 Optionee 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.
|
19.
|
Governing Law
.
This Agreement and all determinations made and actions taken pursuant hereto shall be governed by the laws of Bermuda.
|
20.
|
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.
|
21.
|
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 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 Option granted hereunder will continue to vest in accordance with the vesting provisions set out in Section 2 of this Agreement until the earliest to occur of (i) a Qualifying Termination Event, (ii) subject to clause 3 below, a Delisting Event, or (iii) subject to clause 3 below, a Disposition Event.
|
3.
|
In connection with a Delisting Event or a Disposition Event, the unvested portion of the Option will fully vest and become exercisable immediately prior to such Delisting Event or Disposition Event.
|
1.
|
In accordance with the terms of the Agreement, please be informed that I intend to exercise the Option in respect of:
|
2.
|
Check the box that applies:
|
3.
|
I hereby represent that I have made a provision for making the Payment to the Company in respect of the Option or portion thereof to be exercised pursuant to this Exercise Notice.
|
4.
|
I understand and agree that prior to selling any shares obtained by me pursuant to this Exercise Notice I shall receive confirmation from a compliance officer of the Company that such sale (i) would not be prohibited under the securities laws of the United States of America that are applicable to such sale and (ii) is otherwise in accordance with the CME Insider Trading Policy.
|
5.
|
I represent and warrant that as of the date hereof that I am not in possession of any material inside information and shall not sell Company securities in the event I come into possession of material insider information between the date hereof and the date of any sale transaction in connection with this Exercise Notice.
|
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:
|
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 of Control, Time Warner Transaction and Qualifying Termination Event
. 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 provision of Annex A in connection with a change in Control, a Time Warner Transaction or a Qualifying Termination Event.
|
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
. If the Company is required to withhold any amount in connection with the vesting and settlement of an Award, the Company shall inform the Grantee prior to the settlement of any portion of the Award (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 determined 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.
|
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.
|
Company Name
|
Voting Interest
|
Jurisdiction of Organization
|
CME Bulgaria B.V.
|
94%
|
Netherlands
|
BTV Media Group EAD
|
94%
|
Bulgaria
|
Radiocompany C.J. OOD
|
69.56%
|
Bulgaria
|
Nova TV d.d.
|
100%
|
Croatia
|
CET 21 spol. s r.o.
|
100%
|
Czech Republic
|
Pro TV S.R.L.
|
100%
|
Romania
|
CME Slovak Holdings B.V.
|
100%
|
Netherlands
|
MARKÍZA-SLOVAKIA, spol. s r.o.
|
100%
|
Slovak Republic
|
Produkcija Plus d.o.o.
|
100%
|
Slovenia
|
POP TV d.o.o.
|
100%
|
Slovenia
|
Kanal A d.o.o.
|
100%
|
Slovenia
|
Pro Digital S.R.L.
|
100%
|
Moldova
|
Central European Media Enterprises N.V.
|
100%
|
Curacao
|
CME Media Enterprises B.V.
|
100%
|
Netherlands
|
CME Programming B.V.
|
100%
|
Netherlands
|
CME Investments B.V.
|
100%
|
Netherlands
|
CME Media Services Limited
|
100%
|
United Kingdom
|
CME Services s.r.o.
|
100%
|
Czech Republic
|
CME Media Enterprises Limited
|
100%
|
Bermuda
|
CME Media Pro B.V.
|
100%
|
Netherlands
|
1.
|
I have reviewed this annual report on Form 10-K of Central European Media Enterprises Ltd.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any changes in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report), that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
/s/ Michael Del Nin
|
|
Michael Del Nin
|
|
co-Chief Executive Officer
|
|
(co-Principal Executive Officer)
|
|
February 9, 2017
|
1.
|
I have reviewed this annual report on Form 10-K of Central European Media Enterprises Ltd.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any changes in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report), that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
/s/ Christoph Mainusch
|
|
Christoph Mainusch
|
|
co-Chief Executive Officer
|
|
(co-Principal Executive Officer)
|
|
February 9, 2017
|
1.
|
I have reviewed this annual report on Form 10-K of Central European Media Enterprises Ltd.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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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/ David Sturgeon
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David Sturgeon
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Chief Financial Officer
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(Principal Financial Officer)
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February 9, 2017
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1
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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
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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
|
|
Michael Del Nin
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Christoph Mainusch
|
David Sturgeon
|
|
co-Chief Executive Officer
|
co-Chief Executive Officer
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Chief Financial Officer
|
|
(co-Principal Executive Officer)
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(co-Principal Executive Officer)
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(Principal Financial Officer)
|
|
February 9, 2017
|
February 9, 2017
|
February 9, 2017
|