|
|
|
|
|
|
|
|
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
☐
|
Emerging growth company
☐
|
Document
|
|
Location in 10-K in Which Document is Incorporated
|
Registrant's Proxy Statement for the 2019 Annual General Meeting of Shareholders
|
|
Part III
|
TABLE OF CONTENTS
|
Page
|
||
|
|
||
PART I
|
|
||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|
|
|
PART II
|
|
||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|
|
|
PART III
|
|
||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|
|
|
PART IV
|
|
||
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
•
|
"
2017 PIK Notes
" refers to our 15.0% senior secured notes due 2017, redeemed in April 2016;
|
•
|
"
2017 Term Loan
" refers to our 15.0% term loan facility due 2017, repaid in April 2016;
|
•
|
"
2019 Euro Loan
" refers to our floating rate senior unsecured term credit facility guaranteed by Warner Media (as defined below), dated as of November 14, 2014, as amended on March 9, 2015, February 19, 2016, June 22, 2017 and February 5, 2018 which was repaid in full on July 31, 2018;
|
•
|
"
2021 Euro Loan
" refers to our floating rate senior unsecured term credit facility due November 1, 2021, guaranteed by Warner Media, dated as of September 30, 2015, as amended on February 19, 2016, June 22, 2017 and April 25, 2018;
|
•
|
"
2023 Euro Loan
" refers to our floating rate senior unsecured term credit facility due April 26, 2023, entered into by CME BV (as defined below), guaranteed by Warner Media and CME Ltd., dated as of February 19, 2016, as amended on June 22, 2017 and April 25, 2018;
|
•
|
"
Euro Loans
" refers collectively to the 2019 Euro Loan (when outstanding), 2021 Euro Loan and 2023 Euro Loan;
|
•
|
"
2023 Revolving Credit Facility
" refers to our revolving credit facility due April 26, 2023, dated as of May 2, 2014, as amended and restated as of February 19, 2016, and as further amended and restated on April 25, 2018;
|
•
|
"
Guarantee Fees
" refers to amounts accrued and payable to Warner Media as consideration for Warner Media's guarantees of the Euro Loans;
|
•
|
"
Reimbursement Agreement
" refers to our reimbursement agreement with Warner Media which provides that we will reimburse Warner Media for any amounts paid by them under any guarantee or through any loan purchase right exercised by Warner Media, dated as of November 14, 2014, as amended and restated on February 19, 2016, and as further amended and restated on April 25, 2018;
|
•
|
"
CME BV
" refers to CME Media Enterprises B.V., our 100% owned subsidiary;
|
•
|
"
CME NV
" refers to Central European Media Enterprises N.V., our 100% owned subsidiary;
|
•
|
"
AT&T
" refers to AT&T, Inc.
|
•
|
"
Warner Media
" refers to Warner Media, LLC. (formerly Time Warner, Inc.), a wholly owned subsidiary of AT&T; and
|
•
|
"
TW Investor
" refers to Time Warner Media Holdings B.V., a wholly owned subsidiary of Warner Media
|
Target Demographic
|
|
Channel
|
|
Ownership
|
|
All day audience share
|
|
Prime time audience share
|
||||
|
|
|
|
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
18-49
|
|
BTV
|
|
CME
|
|
29.7%
|
|
31.8%
|
|
32.4%
|
|
34.8%
|
|
|
NOVA TV
|
|
MTG
|
|
17.7%
|
|
16.7%
|
|
19.3%
|
|
18.5%
|
|
|
BNT 1
|
|
Public television
|
|
6.6%
|
|
6.0%
|
|
8.9%
|
|
7.4%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Target Demographic
|
|
Channel
|
|
Ownership
|
|
All day audience share
|
|
Prime time audience share
|
||||
|
|
|
|
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
15-54
|
|
TV NOVA
|
|
CME
|
|
22.4%
|
|
23.7%
|
|
25.8%
|
|
27.9%
|
|
|
Prima
|
|
GME
|
|
10.8%
|
|
10.7%
|
|
13.1%
|
|
13.5%
|
|
|
CT 1
|
|
Public television
|
|
12.8%
|
|
12.2%
|
|
15.5%
|
|
14.1%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Target Demographic
|
|
Channel
|
|
Ownership
|
|
All day audience share
|
|
Prime time audience share
|
||||
|
|
|
|
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
18-49 Urban
|
|
PRO TV
|
|
CME
|
|
22.5%
|
|
23.3%
|
|
24.7%
|
|
27.0%
|
|
|
Antena 1
|
|
Intact group
|
|
14.5%
|
|
14.9%
|
|
15.6%
|
|
15.9%
|
|
|
TVR 1
|
|
Public television
|
|
2.2%
|
|
1.4%
|
|
2.7%
|
|
1.5%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Target Demographic
|
|
Channel
|
|
Ownership
|
|
All day audience share
|
|
Prime time audience share
|
||||
|
|
|
|
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
12-54
|
|
TV MARKIZA
|
|
CME
|
|
21.3%
|
|
19.5%
|
|
21.8%
|
|
20.3%
|
|
|
TV JOJ
|
|
J&T Media Enterprises
|
|
13.9%
|
|
16.5%
|
|
17.7%
|
|
20.2%
|
|
|
Jednotka
|
|
Public Television
|
|
8.4%
|
|
8.6%
|
|
10.2%
|
|
10.8%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Target Demographic
|
|
Channel
|
|
Ownership
|
|
All day audience share
|
|
Prime time audience share
|
||||
|
|
|
|
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
18-54
|
|
POP TV
|
|
CME
|
|
21.0%
|
|
21.6%
|
|
32.8%
|
|
32.6%
|
|
|
Planet TV
|
|
Antenna Group / TSmedia
|
|
5.4%
|
|
7.1%
|
|
6.8%
|
|
9.5%
|
|
|
SLO 1
|
|
Public Television
|
|
9.1%
|
|
9.9%
|
|
9.9%
|
|
10.5%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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)
|
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)
|
London, United Kingdom
|
|
Leased office
|
|
Administrative center, Corporate
|
ITEM 5.
|
MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
Central European Media Enterprises Ltd.
|
$
|
72.40
|
|
NASDAQ Composite Total Return Index
|
$
|
168.30
|
|
Dow Jones Europe Stock Index
|
$
|
86.82
|
|
|
For The Year Ended December 31,
|
||||||||||||||||||
|
(US$ 000's, except per share data)
|
||||||||||||||||||
|
2018
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||||
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME / LOSS DATA:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net revenues
|
$
|
703,906
|
|
|
$
|
642,868
|
|
|
$
|
583,006
|
|
|
$
|
550,337
|
|
|
$
|
618,605
|
|
Operating income
|
177,587
|
|
|
139,914
|
|
|
105,748
|
|
|
89,645
|
|
|
32,950
|
|
|||||
Income / (loss) from continuing operations
|
97,065
|
|
|
51,063
|
|
|
(179,679
|
)
|
|
(83,501
|
)
|
|
(152,171
|
)
|
|||||
Income / (loss) from discontinued operations, net of tax
|
60,548
|
|
|
(1,636
|
)
|
|
(918
|
)
|
|
(32,071
|
)
|
|
(79,722
|
)
|
|||||
Net income / (loss) attributable to CME Ltd.
|
$
|
157,692
|
|
|
$
|
49,768
|
|
|
$
|
(180,291
|
)
|
|
$
|
(114,901
|
)
|
|
$
|
(227,428
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
PER SHARE DATA:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income / (loss) per common share from:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations — basic
|
$
|
0.27
|
|
|
$
|
0.16
|
|
|
$
|
(1.28
|
)
|
|
$
|
(0.68
|
)
|
|
$
|
(1.12
|
)
|
Continuing operations — diluted
|
0.25
|
|
|
0.12
|
|
|
(1.28
|
)
|
|
(0.68
|
)
|
|
(1.12
|
)
|
|||||
Discontinued operations — basic
|
0.18
|
|
|
(0.01
|
)
|
|
0.00
|
|
|
(0.22
|
)
|
|
(0.54
|
)
|
|||||
Discontinued operations — diluted
|
0.17
|
|
|
0.00
|
|
|
0.00
|
|
|
(0.22
|
)
|
|
(0.54
|
)
|
|||||
Attributable to CME Ltd. — basic
|
0.45
|
|
|
0.15
|
|
|
(1.28
|
)
|
|
(0.90
|
)
|
|
(1.66
|
)
|
|||||
Attributable to CME Ltd. — diluted
|
$
|
0.42
|
|
|
$
|
0.12
|
|
|
$
|
(1.28
|
)
|
|
$
|
(0.90
|
)
|
|
$
|
(1.66
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted average common shares used in computing per share amounts (000’s):
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
230,562
|
|
|
155,846
|
|
|
151,017
|
|
|
146,866
|
|
|
146,509
|
|
|||||
Diluted
|
257,694
|
|
|
236,404
|
|
|
151,017
|
|
|
146,866
|
|
|
146,509
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
As at December 31,
|
||||||||||||||||||
|
(US$ 000's)
|
||||||||||||||||||
|
2018
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||||
CONSOLIDATED BALANCE SHEET DATA:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
62,031
|
|
|
$
|
58,748
|
|
|
$
|
40,954
|
|
|
$
|
59,441
|
|
|
$
|
31,109
|
|
Other current assets
(1)
|
312,062
|
|
|
362,491
|
|
|
299,466
|
|
|
298,843
|
|
|
343,519
|
|
|||||
Non-current assets
|
1,114,268
|
|
|
1,206,816
|
|
|
1,050,297
|
|
|
1,082,133
|
|
|
1,230,200
|
|
|||||
Total assets
|
$
|
1,488,361
|
|
|
$
|
1,628,055
|
|
|
$
|
1,390,717
|
|
|
$
|
1,440,417
|
|
|
$
|
1,604,828
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities
(1)
|
$
|
139,692
|
|
|
$
|
186,946
|
|
|
$
|
171,564
|
|
|
$
|
146,308
|
|
|
$
|
450,286
|
|
Non-current liabilities
|
849,978
|
|
|
1,182,286
|
|
|
1,070,786
|
|
|
974,270
|
|
|
653,434
|
|
|||||
Temporary equity
|
269,370
|
|
|
264,593
|
|
|
254,899
|
|
|
241,198
|
|
|
223,926
|
|
|||||
CME Ltd. shareholders' equity / (deficit)
|
229,020
|
|
|
(5,788
|
)
|
|
(107,804
|
)
|
|
77,260
|
|
|
279,794
|
|
|||||
Noncontrolling interests
|
301
|
|
|
18
|
|
|
1,272
|
|
|
1,381
|
|
|
(2,612
|
)
|
|||||
Total liabilities and equity
|
$
|
1,488,361
|
|
|
$
|
1,628,055
|
|
|
$
|
1,390,717
|
|
|
$
|
1,440,417
|
|
|
$
|
1,604,828
|
|
(1)
|
Other current assets and current liabilities as at December 31, 2017 and 2014 include total assets held for sale and total liabilities held for sale of our Croatian operations and certain non-core Romanian operations, respectively.
|
•
|
leveraging content popular with our target demographics to maintain or increase our television audience share leadership and advertising market shares;
|
•
|
increasing carriage fees and subscription revenues as well as expanding our online content offerings to provide more diversified and predictable income;
|
•
|
maintaining a strict cost discipline while safeguarding our brands and competitive strengths to increase profitability; and
|
•
|
optimizing our capital structure and evaluating capital allocation alternatives to improve shareholder returns.
|
|
For The Year Ended December 31, (US$ 000's)
|
||||||||||||||||||||||||||
|
|
|
|
|
Movement
|
|
|
|
|
|
Movement
|
||||||||||||||||
|
2018
|
|
|
2017
|
|
|
% Act
|
|
|
% Lfl
|
|
|
2017
|
|
|
2016
|
|
|
% Act
|
|
|
% Lfl
|
|
||||
Net revenues
|
$
|
703,906
|
|
|
$
|
642,868
|
|
|
9.5
|
%
|
|
5.3
|
%
|
|
$
|
642,868
|
|
|
$
|
583,006
|
|
|
10.3
|
%
|
|
6.6
|
%
|
Operating income
|
177,587
|
|
|
139,914
|
|
|
26.9
|
%
|
|
25.1
|
%
|
|
139,914
|
|
|
105,748
|
|
|
32.3
|
%
|
|
27.3
|
%
|
||||
Operating margin
|
25.2
|
%
|
|
21.8
|
%
|
|
3.4 p.p.
|
|
4.0 p.p.
|
|
21.8
|
%
|
|
18.1
|
%
|
|
3.7 p.p.
|
|
3.6 p.p.
|
||||||||
OIBDA
|
$
|
222,674
|
|
|
$
|
179,767
|
|
|
23.9
|
%
|
|
20.9
|
%
|
|
$
|
179,767
|
|
|
$
|
141,547
|
|
|
27.0
|
%
|
|
22.2
|
%
|
OIBDA margin
|
31.6
|
%
|
|
28.0
|
%
|
|
3.6 p.p.
|
|
4.0 p.p.
|
|
28.0
|
%
|
|
24.3
|
%
|
|
3.7 p.p.
|
|
3.6 p.p.
|
|
For The Year Ended December 31, (US$ 000's)
|
||||||||||||||||||||
|
2018
|
|
|
2017
|
|
|
Movement
|
|
|
2017
|
|
|
2016
|
|
|
Movement
|
|
||||
Net cash generated from / (used in) continuing operating activities
|
$
|
109,024
|
|
|
$
|
93,301
|
|
|
16.9
|
%
|
|
$
|
93,301
|
|
|
$
|
(77,239
|
)
|
|
NM
(1)
|
|
Capital expenditures, net
|
(24,540
|
)
|
|
(27,947
|
)
|
|
12.2
|
%
|
|
(27,947
|
)
|
|
(26,525
|
)
|
|
(5.4
|
)%
|
||||
Free cash flow
|
84,484
|
|
|
65,354
|
|
|
29.3
|
%
|
|
65,354
|
|
|
(103,764
|
)
|
|
NM
(1)
|
|
||||
Cash paid for interest (including mandatory cash-pay Guarantee Fees)
|
43,350
|
|
|
47,197
|
|
|
(8.2
|
)%
|
|
47,197
|
|
|
53,977
|
|
|
(12.6
|
)%
|
||||
Cash paid for Guarantee Fees previously paid in kind
|
27,328
|
|
|
—
|
|
|
NM
(1)
|
|
|
—
|
|
|
22,358
|
|
|
(100.0
|
)%
|
||||
Cash paid for Guarantee Fees that may be paid in kind
|
812
|
|
|
8,343
|
|
|
(90.3
|
)%
|
|
8,343
|
|
|
8,349
|
|
|
(0.1
|
)%
|
||||
Other
(2)
|
—
|
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
110,699
|
|
|
(100.0
|
)%
|
||||
Unlevered free cash flow
|
$
|
155,974
|
|
|
$
|
120,894
|
|
|
29.0
|
%
|
|
$
|
120,894
|
|
|
$
|
91,619
|
|
|
31.9
|
%
|
|
December 31, 2018
|
|
|
December 31, 2017
|
|
|
Movement
|
|
||
Cash and cash equivalents
|
$
|
62,031
|
|
|
$
|
58,748
|
|
|
5.6
|
%
|
Country
|
2018
|
|
|
2017
|
|
|
2016
|
|
|||
Bulgaria
|
$
|
115
|
|
|
$
|
109
|
|
|
$
|
105
|
|
Czech Republic
|
342
|
|
|
332
|
|
|
321
|
|
|||
Romania*
|
259
|
|
|
249
|
|
|
222
|
|
|||
Slovak Republic
|
154
|
|
|
149
|
|
|
143
|
|
|||
Slovenia
|
71
|
|
|
71
|
|
|
69
|
|
|||
Total CME Markets
|
$
|
941
|
|
|
$
|
910
|
|
|
$
|
860
|
|
Growth rate
|
3
|
%
|
|
6
|
%
|
|
7
|
%
|
|
NET REVENUES
|
||||||||||||||||||||||||||
|
For The Year Ended December 31, (US$ 000's)
|
||||||||||||||||||||||||||
|
|
|
|
|
Movement
|
|
|
|
|
|
Movement
|
||||||||||||||||
|
2018
|
|
|
2017
|
|
|
% Act
|
|
|
% Lfl
|
|
|
2017
|
|
|
2016
|
|
|
% Act
|
|
|
% Lfl
|
|
||||
Bulgaria
|
$
|
84,593
|
|
|
$
|
77,341
|
|
|
9.4
|
%
|
|
5.3
|
%
|
|
$
|
77,341
|
|
|
$
|
72,651
|
|
|
6.5
|
%
|
|
3.7
|
%
|
Czech Republic
|
233,991
|
|
|
209,041
|
|
|
11.9
|
%
|
|
5.6
|
%
|
|
209,041
|
|
|
190,372
|
|
|
9.8
|
%
|
|
3.5
|
%
|
||||
Romania
|
201,505
|
|
|
191,244
|
|
|
5.4
|
%
|
|
3.2
|
%
|
|
191,244
|
|
|
172,951
|
|
|
10.6
|
%
|
|
9.5
|
%
|
||||
Slovak Republic
|
106,834
|
|
|
97,721
|
|
|
9.3
|
%
|
|
5.5
|
%
|
|
97,721
|
|
|
90,549
|
|
|
7.9
|
%
|
|
4.7
|
%
|
||||
Slovenia
|
79,587
|
|
|
68,696
|
|
|
15.9
|
%
|
|
12.0
|
%
|
|
68,696
|
|
|
56,912
|
|
|
20.7
|
%
|
|
17.2
|
%
|
||||
Intersegment revenues
|
(2,604
|
)
|
|
(1,175
|
)
|
|
NM
(1)
|
|
|
NM
(1)
|
|
|
(1,175
|
)
|
|
(429
|
)
|
|
NM
(1)
|
|
|
NM
(1)
|
|
||||
Total Net Revenues
|
$
|
703,906
|
|
|
$
|
642,868
|
|
|
9.5
|
%
|
|
5.3
|
%
|
|
$
|
642,868
|
|
|
$
|
583,006
|
|
|
10.3
|
%
|
|
6.6
|
%
|
|
For the Year Ended December 31, (US$ 000's)
|
||||||||||||||||||||||||||
|
|
|
|
|
Movement
|
|
|
|
|
|
Movement
|
||||||||||||||||
|
2018
|
|
|
2017
|
|
|
% Act
|
|
|
% Lfl
|
|
|
2017
|
|
|
2016
|
|
|
% Act
|
|
|
% Lfl
|
|
||||
Television advertising
|
$
|
58,350
|
|
|
$
|
53,446
|
|
|
9.2
|
%
|
|
5.4
|
%
|
|
$
|
53,446
|
|
|
$
|
49,111
|
|
|
8.8
|
%
|
|
6.0
|
%
|
Carriage fees and subscriptions
|
20,989
|
|
|
19,462
|
|
|
7.8
|
%
|
|
3.1
|
%
|
|
19,462
|
|
|
18,703
|
|
|
4.1
|
%
|
|
1.5
|
%
|
||||
Other
|
5,254
|
|
|
4,433
|
|
|
18.5
|
%
|
|
13.8
|
%
|
|
4,433
|
|
|
4,837
|
|
|
(8.4
|
)%
|
|
(10.8
|
)%
|
||||
Net revenues
|
84,593
|
|
|
77,341
|
|
|
9.4
|
%
|
|
5.3
|
%
|
|
77,341
|
|
|
72,651
|
|
|
6.5
|
%
|
|
3.7
|
%
|
||||
Costs charged in arriving at OIBDA
|
62,973
|
|
|
61,100
|
|
|
3.1
|
%
|
|
(1.7
|
)%
|
|
61,100
|
|
|
60,647
|
|
|
0.7
|
%
|
|
(1.9
|
)%
|
||||
OIBDA
|
$
|
21,620
|
|
|
$
|
16,241
|
|
|
33.1
|
%
|
|
33.0
|
%
|
|
$
|
16,241
|
|
|
$
|
12,004
|
|
|
35.3
|
%
|
|
32.4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
OIBDA margin
|
25.6
|
%
|
|
21.0
|
%
|
|
4.6 p.p.
|
|
|
5.4 p.p.
|
|
|
21.0
|
%
|
|
16.5
|
%
|
|
4.5 p.p.
|
|
|
4.5 p.p.
|
|
|
For the Year Ended December 31, (US$ 000's)
|
||||||||||||||||||||||||||
|
|
|
|
|
Movement
|
|
|
|
|
|
Movement
|
||||||||||||||||
|
2018
|
|
|
2017
|
|
|
% Act
|
|
|
% Lfl
|
|
|
2017
|
|
|
2016
|
|
|
% Act
|
|
|
% Lfl
|
|
||||
Television advertising
|
$
|
206,203
|
|
|
$
|
188,373
|
|
|
9.5
|
%
|
|
3.3
|
%
|
|
$
|
188,373
|
|
|
$
|
172,392
|
|
|
9.3
|
%
|
|
3.0
|
%
|
Carriage fees and subscriptions
|
15,962
|
|
|
12,141
|
|
|
31.5
|
%
|
|
23.0
|
%
|
|
12,141
|
|
|
10,325
|
|
|
17.6
|
%
|
|
11.6
|
%
|
||||
Other
|
11,826
|
|
|
8,527
|
|
|
38.7
|
%
|
|
31.7
|
%
|
|
8,527
|
|
|
7,655
|
|
|
11.4
|
%
|
|
3.1
|
%
|
||||
Net revenues
|
233,991
|
|
|
209,041
|
|
|
11.9
|
%
|
|
5.6
|
%
|
|
209,041
|
|
|
190,372
|
|
|
9.8
|
%
|
|
3.5
|
%
|
||||
Costs charged in arriving at OIBDA
|
139,415
|
|
|
126,389
|
|
|
10.3
|
%
|
|
3.3
|
%
|
|
126,389
|
|
|
113,906
|
|
|
11.0
|
%
|
|
5.3
|
%
|
||||
OIBDA
|
$
|
94,576
|
|
|
$
|
82,652
|
|
|
14.4
|
%
|
|
9.2
|
%
|
|
$
|
82,652
|
|
|
$
|
76,466
|
|
|
8.1
|
%
|
|
0.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
OIBDA margin
|
40.4
|
%
|
|
39.5
|
%
|
|
0.9 p.p.
|
|
|
1.3 p.p.
|
|
|
39.5
|
%
|
|
40.2
|
%
|
|
(0.7) p.p.
|
|
|
(1.1) p.p.
|
|
|
For the Year Ended December 31, (US$ 000's)
|
||||||||||||||||||||||||||
|
|
|
|
|
Movement
|
|
|
|
|
|
Movement
|
||||||||||||||||
|
2018
|
|
|
2017
|
|
|
% Act
|
|
|
% Lfl
|
|
|
2017
|
|
|
2016
|
|
|
% Act
|
|
|
% Lfl
|
|
||||
Television advertising
|
$
|
150,084
|
|
|
$
|
143,693
|
|
|
4.4
|
%
|
|
2.4
|
%
|
|
$
|
143,693
|
|
|
$
|
128,814
|
|
|
11.6
|
%
|
|
10.3
|
%
|
Carriage fees and subscriptions
|
46,704
|
|
|
44,032
|
|
|
6.1
|
%
|
|
3.4
|
%
|
|
44,032
|
|
|
40,202
|
|
|
9.5
|
%
|
|
8.8
|
%
|
||||
Other
|
4,717
|
|
|
3,519
|
|
|
34.0
|
%
|
|
30.8
|
%
|
|
3,519
|
|
|
3,935
|
|
|
(10.6
|
)%
|
|
(12.0
|
)%
|
||||
Net revenues
|
201,505
|
|
|
191,244
|
|
|
5.4
|
%
|
|
3.2
|
%
|
|
191,244
|
|
|
172,951
|
|
|
10.6
|
%
|
|
9.5
|
%
|
||||
Costs charged in arriving at OIBDA
|
115,768
|
|
|
117,826
|
|
|
(1.7
|
)%
|
|
(3.6
|
)%
|
|
117,826
|
|
|
111,557
|
|
|
5.6
|
%
|
|
4.3
|
%
|
||||
OIBDA
|
$
|
85,737
|
|
|
$
|
73,418
|
|
|
16.8
|
%
|
|
14.0
|
%
|
|
$
|
73,418
|
|
|
$
|
61,394
|
|
|
19.6
|
%
|
|
19.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
OIBDA margin
|
42.5
|
%
|
|
38.4
|
%
|
|
4.1 p.p.
|
|
|
4.0 p.p.
|
|
|
38.4
|
%
|
|
35.5
|
%
|
|
2.9 p.p.
|
|
|
3.1 p.p.
|
|
|
For the Year Ended December 31, (US$ 000's)
|
||||||||||||||||||||||||||
|
|
|
|
|
Movement
|
|
|
|
|
|
Movement
|
||||||||||||||||
|
2018
|
|
|
2017
|
|
|
% Act
|
|
|
% Lfl
|
|
|
2017
|
|
|
2016
|
|
|
% Act
|
|
|
% Lfl
|
|
||||
Television advertising
|
$
|
94,030
|
|
|
$
|
85,715
|
|
|
9.7
|
%
|
|
6.0
|
%
|
|
$
|
85,715
|
|
|
$
|
84,779
|
|
|
1.1
|
%
|
|
(1.9
|
)%
|
Carriage fees and subscriptions
|
8,550
|
|
|
7,597
|
|
|
12.5
|
%
|
|
8.1
|
%
|
|
7,597
|
|
|
2,101
|
|
|
NM
(1)
|
|
|
NM
(1)
|
|
||||
Other
|
4,254
|
|
|
4,409
|
|
|
(3.5
|
)%
|
|
(8.5
|
)%
|
|
4,409
|
|
|
3,669
|
|
|
20.2
|
%
|
|
16.1
|
%
|
||||
Net revenues
|
106,834
|
|
|
97,721
|
|
|
9.3
|
%
|
|
5.5
|
%
|
|
97,721
|
|
|
90,549
|
|
|
7.9
|
%
|
|
4.7
|
%
|
||||
Costs charged in arriving at OIBDA
|
78,893
|
|
|
73,876
|
|
|
6.8
|
%
|
|
2.2
|
%
|
|
73,876
|
|
|
74,951
|
|
|
(1.4
|
)%
|
|
(3.8
|
)%
|
||||
OIBDA
|
$
|
27,941
|
|
|
$
|
23,845
|
|
|
17.2
|
%
|
|
16.2
|
%
|
|
$
|
23,845
|
|
|
$
|
15,598
|
|
|
52.9
|
%
|
|
44.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
OIBDA margin
|
26.2
|
%
|
|
24.4
|
%
|
|
1.8 p.p.
|
|
|
2.4 p.p.
|
|
|
24.4
|
%
|
|
17.2
|
%
|
|
7.2 p.p.
|
|
|
6.7 p.p.
|
|
|
For the Year Ended December 31, (US$ 000's)
|
||||||||||||||||||||||||||
|
|
|
|
|
Movement
|
|
|
|
|
|
Movement
|
||||||||||||||||
|
2018
|
|
|
2017
|
|
|
% Act
|
|
|
% Lfl
|
|
|
2017
|
|
|
2016
|
|
|
% Act
|
|
|
% Lfl
|
|
||||
Television advertising
|
$
|
53,783
|
|
|
$
|
52,289
|
|
|
2.9
|
%
|
|
(0.8
|
)%
|
|
$
|
52,289
|
|
|
$
|
48,408
|
|
|
8.0
|
%
|
|
4.9
|
%
|
Carriage fees and subscriptions
|
21,541
|
|
|
12,591
|
|
|
71.1
|
%
|
|
66.8
|
%
|
|
12,591
|
|
|
4,714
|
|
|
167.1
|
%
|
|
161.1
|
%
|
||||
Other
|
4,263
|
|
|
3,816
|
|
|
11.7
|
%
|
|
8.3
|
%
|
|
3,816
|
|
|
3,790
|
|
|
0.7
|
%
|
|
(2.9
|
)%
|
||||
Net revenues
|
79,587
|
|
|
68,696
|
|
|
15.9
|
%
|
|
12.0
|
%
|
|
68,696
|
|
|
56,912
|
|
|
20.7
|
%
|
|
17.2
|
%
|
||||
Costs charged in arriving at OIBDA
|
57,071
|
|
|
54,433
|
|
|
4.8
|
%
|
|
0.5
|
%
|
|
54,433
|
|
|
52,238
|
|
|
4.2
|
%
|
|
2.2
|
%
|
||||
OIBDA
|
$
|
22,516
|
|
|
$
|
14,263
|
|
|
57.9
|
%
|
|
57.9
|
%
|
|
$
|
14,263
|
|
|
$
|
4,674
|
|
|
205.2
|
%
|
|
168.4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
OIBDA margin
|
28.3
|
%
|
|
20.8
|
%
|
|
7.5 p.p.
|
|
|
8.2 p.p.
|
|
|
20.8
|
%
|
|
8.2
|
%
|
|
12.6 p.p.
|
|
|
11.7 p.p.
|
|
|
For The Year Ended December 31, (US$ 000's)
|
||||||||||||||||||||||||||
|
|
|
|
|
Movement
|
|
|
|
|
|
Movement
|
||||||||||||||||
|
2018
|
|
|
2017
|
|
|
% Act
|
|
|
% Lfl
|
|
|
2017
|
|
|
2016
|
|
|
% Act
|
|
|
% Lfl
|
|
||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Television advertising
|
$
|
562,450
|
|
|
$
|
523,516
|
|
|
7.4
|
%
|
|
3.3
|
%
|
|
$
|
523,516
|
|
|
$
|
483,504
|
|
|
8.3
|
%
|
|
4.5
|
%
|
Carriage fees and subscriptions
|
113,746
|
|
|
95,823
|
|
|
18.7
|
%
|
|
14.5
|
%
|
|
95,823
|
|
|
76,045
|
|
|
26.0
|
%
|
|
23.6
|
%
|
||||
Other revenue
|
27,710
|
|
|
23,529
|
|
|
17.8
|
%
|
|
13.1
|
%
|
|
23,529
|
|
|
23,457
|
|
|
0.3
|
%
|
|
(4.0
|
)%
|
||||
Net Revenues
|
703,906
|
|
|
642,868
|
|
|
9.5
|
%
|
|
5.3
|
%
|
|
642,868
|
|
|
583,006
|
|
|
10.3
|
%
|
|
6.6
|
%
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Content costs
|
309,439
|
|
|
293,728
|
|
|
5.3
|
%
|
|
0.8
|
%
|
|
293,728
|
|
|
275,746
|
|
|
6.5
|
%
|
|
3.7
|
%
|
||||
Other operating costs
|
56,731
|
|
|
55,924
|
|
|
1.4
|
%
|
|
(3.5
|
)%
|
|
55,924
|
|
|
60,935
|
|
|
(8.2
|
)%
|
|
(11.1
|
)%
|
||||
Depreciation of property, plant and equipment
|
32,933
|
|
|
31,261
|
|
|
5.3
|
%
|
|
0.2
|
%
|
|
31,261
|
|
|
27,529
|
|
|
13.6
|
%
|
|
9.6
|
%
|
||||
Amortization of intangibles
|
9,002
|
|
|
8,592
|
|
|
4.8
|
%
|
|
(2.5
|
)%
|
|
8,592
|
|
|
8,270
|
|
|
3.9
|
%
|
|
(1.0
|
)%
|
||||
Cost of revenues
|
408,105
|
|
|
389,505
|
|
|
4.8
|
%
|
|
0.1
|
%
|
|
389,505
|
|
|
372,480
|
|
|
4.6
|
%
|
|
1.6
|
%
|
||||
Selling, general and administrative expenses
|
118,214
|
|
|
113,449
|
|
|
4.2
|
%
|
|
(0.1
|
)%
|
|
113,449
|
|
|
104,778
|
|
|
8.3
|
%
|
|
3.6
|
%
|
||||
Operating income
|
$
|
177,587
|
|
|
$
|
139,914
|
|
|
26.9
|
%
|
|
25.1
|
%
|
|
$
|
139,914
|
|
|
$
|
105,748
|
|
|
32.3
|
%
|
|
27.3
|
%
|
|
For The Year Ended December 31, (US$ 000's)
|
||||||||||||||||||||
|
2018
|
|
|
2017
|
|
|
% Act
|
|
|
2017
|
|
|
2016
|
|
|
% Act
|
|
||||
Interest expense
|
$
|
(49,106
|
)
|
|
$
|
(83,188
|
)
|
|
41.0
|
%
|
|
$
|
(83,188
|
)
|
|
$
|
(126,378
|
)
|
|
34.2
|
%
|
Loss on extinguishment of debt
|
(415
|
)
|
|
(101
|
)
|
|
NM
(1)
|
|
|
(101
|
)
|
|
(150,158
|
)
|
|
99.9
|
%
|
||||
Other non-operating income / (expense), net:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest income
|
725
|
|
|
536
|
|
|
35.3
|
%
|
|
536
|
|
|
590
|
|
|
(9.2
|
)%
|
||||
Foreign currency exchange (loss) / gain, net
|
(2,691
|
)
|
|
17,761
|
|
|
NM
(1)
|
|
|
17,761
|
|
|
6,929
|
|
|
156.3
|
%
|
||||
Change in fair value of derivatives
|
(1,715
|
)
|
|
(1,783
|
)
|
|
3.8
|
%
|
|
(1,783
|
)
|
|
(10,213
|
)
|
|
82.5
|
%
|
||||
Other income, net
|
508
|
|
|
428
|
|
|
18.7
|
%
|
|
428
|
|
|
442
|
|
|
(3.2
|
)%
|
||||
Provision for income taxes
|
(27,828
|
)
|
|
(22,504
|
)
|
|
(23.7
|
)%
|
|
(22,504
|
)
|
|
(6,639
|
)
|
|
NM
(1)
|
|
||||
Income / (loss) from discontinued operations, net of tax
|
60,548
|
|
|
(1,636
|
)
|
|
NM
(1)
|
|
|
(1,636
|
)
|
|
(918
|
)
|
|
(78.2
|
)%
|
||||
Net loss attributable to noncontrolling interests
|
79
|
|
|
341
|
|
|
(76.8
|
)%
|
|
341
|
|
|
306
|
|
|
11.4
|
%
|
(1)
|
Number is not meaningful.
|
|
For The Year Ended December 31, (US$ 000's)
|
||||||||||||||||||
|
2018
|
|
|
2017
|
|
|
% Act
|
|
2017
|
|
|
2016
|
|
|
% Act
|
||||
Currency translation adjustment, net
|
$
|
(23,050
|
)
|
|
$
|
54,368
|
|
|
NM
(1)
|
|
$
|
54,368
|
|
|
$
|
1,649
|
|
|
NM
(1)
|
Unrealized (loss) / gain on derivative instruments
|
(5,800
|
)
|
|
1,269
|
|
|
NM
(1)
|
|
1,269
|
|
|
(3,031
|
)
|
|
NM
(1)
|
(1)
|
Number is not meaningful.
|
|
For The Year Ended December 31, (US$ 000's)
|
|||||||||||||||||||
|
2018
|
|
|
2017
|
|
|
% Act
|
|
2017
|
|
|
2016
|
|
|
% Act
|
|
||||
Foreign exchange (loss) / gain on intercompany transactions
|
$
|
(1,061
|
)
|
|
$
|
11,326
|
|
|
NM
(1)
|
|
$
|
11,326
|
|
|
$
|
8,848
|
|
|
28.0
|
%
|
Foreign exchange (loss) / gain on the Series B Preferred Shares
|
(12,527
|
)
|
|
33,444
|
|
|
NM
(1)
|
|
33,444
|
|
|
(19,412
|
)
|
|
NM
(1)
|
|
||||
Currency translation adjustment
|
(9,462
|
)
|
|
9,598
|
|
|
NM
(1)
|
|
9,598
|
|
|
12,213
|
|
|
(21.4
|
)%
|
||||
Currency translation adjustment, net
|
$
|
(23,050
|
)
|
|
$
|
54,368
|
|
|
NM
(1)
|
|
$
|
54,368
|
|
|
$
|
1,649
|
|
|
NM
(1)
|
|
(1)
|
Number is not meaningful.
|
|
December 31, 2018
|
|
|
December 31, 2017
|
|
|
% Act
|
|
|
% Lfl
|
|
||
Current assets
|
$
|
374,093
|
|
|
$
|
421,239
|
|
|
(11.2
|
)%
|
|
(7.1
|
)%
|
Non-current assets
|
1,114,268
|
|
|
1,206,816
|
|
|
(7.7
|
)%
|
|
(2.9
|
)%
|
||
Current liabilities
|
139,692
|
|
|
186,946
|
|
|
(25.3
|
)%
|
|
(21.7
|
)%
|
||
Non-current liabilities
|
849,978
|
|
|
1,182,286
|
|
|
(28.1
|
)%
|
|
(25.0
|
)%
|
||
Temporary equity
|
269,370
|
|
|
264,593
|
|
|
1.8
|
%
|
|
1.8
|
%
|
||
CME Ltd. shareholders’ equity / (deficit)
|
229,020
|
|
|
(5,788
|
)
|
|
NM
(1)
|
|
|
NM
(1)
|
|
||
Noncontrolling interests in consolidated subsidiaries
|
301
|
|
|
18
|
|
|
NM
(1)
|
|
|
(16.9
|
)%
|
(1)
|
Number is not meaningful.
|
|
For The Year Ended December 31, (US$ 000's)
|
||||||||||
|
2018
|
|
|
2017
|
|
|
2016
|
|
|||
Net cash generated from / (used in) continuing operating activities
|
$
|
109,024
|
|
|
$
|
93,301
|
|
|
$
|
(77,239
|
)
|
Net cash used in continuing investing activities
|
(24,540
|
)
|
|
(27,947
|
)
|
|
(26,525
|
)
|
|||
Net cash (used in) / provided by continuing financing activities
|
(182,362
|
)
|
|
(58,439
|
)
|
|
87,926
|
|
|||
Net cash provided by / (used in) discontinued operations
|
102,566
|
|
|
(141
|
)
|
|
(1,787
|
)
|
|||
Impact of exchange rate fluctuations on cash
|
(1,405
|
)
|
|
11,020
|
|
|
(862
|
)
|
|||
Net increase / (decrease) in cash and cash equivalents
|
$
|
3,283
|
|
|
$
|
17,794
|
|
|
$
|
(18,487
|
)
|
|
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
|
$
|
777,610
|
|
|
$
|
—
|
|
|
$
|
240,834
|
|
|
$
|
536,776
|
|
|
$
|
—
|
|
Long-term debt – interest
|
152,302
|
|
|
29,331
|
|
|
57,939
|
|
|
65,032
|
|
|
—
|
|
|||||
Unconditional purchase obligations
|
63,277
|
|
|
24,077
|
|
|
31,804
|
|
|
5,716
|
|
|
1,680
|
|
|||||
Operating leases
|
12,478
|
|
|
2,732
|
|
|
4,502
|
|
|
2,493
|
|
|
2,751
|
|
|||||
Capital lease obligations
|
16,416
|
|
|
5,824
|
|
|
9,104
|
|
|
1,488
|
|
|
—
|
|
|||||
Other long-term obligations
|
29,452
|
|
|
12,614
|
|
|
10,994
|
|
|
5,844
|
|
|
—
|
|
|||||
Total contractual obligations
|
$
|
1,051,535
|
|
|
$
|
74,578
|
|
|
$
|
355,177
|
|
|
$
|
617,349
|
|
|
$
|
4,431
|
|
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 2018 annual impairment test are generally lower than those we had used in the 2017 impairment test due to a decrease in country specific risk factors.
|
•
|
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 2018 annual impairment review, we increased or slightly decreased our medium- and long-term view of the size of our individual television advertising markets compared to the estimates used in the 2017 annual impairment review based on our estimate of the macro-economic outlook of each 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 2018 annual impairment review remained consistent with those in our 2017 impairment review.
|
•
|
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 anticipated future 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 for our segments have either increased or decreased since the prior year impairment review due to shifting strategies for 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 slightly decreased since the prior year impairment review due to stabilizing economic outlooks.
|
Expected Maturity Dates
|
|
2019
|
|
|
2020
|
|
|
2021
|
|
2022
|
|
|
2023
|
|
Thereafter
|
|
||||
Long-term Debt (000's):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Variable rate (EUR)
|
|
—
|
|
|
—
|
|
|
210,335
|
|
|
|
—
|
|
|
468,800
|
|
|
|
—
|
|
Average interest rate
(1)
|
|
—
|
|
|
—
|
|
|
1.28
|
%
|
|
|
—
|
|
|
1.28
|
%
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest Rate Swaps (000's):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Variable to fixed (EUR)
|
|
210,335
|
|
|
—
|
|
|
679,135
|
|
(2)
|
|
—
|
|
|
468,800
|
|
(3)
|
|
—
|
|
Average pay rate
|
|
0.31
|
%
|
|
—
|
|
|
0.33
|
%
|
|
|
—
|
|
|
0.97
|
%
|
|
|
—
|
|
Average receive rate
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
|
—
|
|
|
—
|
%
|
|
|
—
|
|
(1)
|
As discussed in Item 8,
Note 5, "Long-term Debt and Other Financing Arrangements"
, as consideration for Warner Media's guarantee of the Euro Loans, we pay Guarantee Fees to Warner Media based on the amounts outstanding on the Euro Loans, each calculated such that the all-in borrowing rate on the 2021 Euro Loan was
3.25%
per annum and the all-in borrowing rate on the 2023 Euro Loan was
3.75%
per annum as of
December 31, 2018
.
|
(2)
|
The interest rate swaps related to the 2021 Euro Loan maturing in 2021 are forward starting to coincide with the maturity date of the interest rate swaps maturing in 2019. See Item 8,
Note 14, "Financial Instruments and Fair Value Measurements"
.
|
(3)
|
The interest rate swaps related to the 2023 Euro Loan maturing in 2023 are forward starting to coincide with the maturity date of the interest rate swaps maturing in 2021. See Item 8,
Note 14, "Financial Instruments and Fair Value Measurements"
.
|
Expected Maturity Dates
|
|
2018
|
|
|
2019
|
|
|
2020
|
|
|
2021
|
|
|
2022
|
|
|
Thereafter
|
|
Long-term Debt (000's):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Variable rate (EUR)
|
|
200,800
|
|
|
235,335
|
|
|
—
|
|
|
468,800
|
|
|
—
|
|
|
—
|
|
Average interest rate
(1)
|
|
1.50
|
%
|
|
1.50
|
%
|
|
—
|
|
|
1.50
|
%
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest Rate Swaps (000's):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Variable to fixed (EUR)
|
|
200,800
|
|
|
235,335
|
|
|
—
|
|
|
468,800
|
|
|
—
|
|
|
—
|
|
Average pay rate
|
|
0.14
|
%
|
|
0.31
|
%
|
|
—
|
|
|
0.28
|
%
|
|
—
|
|
|
—
|
|
Average receive rate
|
|
—
|
%
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
|
(1)
|
As discussed in Item 8,
Note 5, "Long-term Debt and Other Financing Arrangements"
, as consideration for Warner Media's guarantee of the Euro Loans, we pay Guarantee Fees to Warner Media based on the amounts outstanding on the Euro Loans. As of December 31, 2017, the all-in borrowing rate on each of the Euro Loans was 6.0% per annum.
|
|
December 31, 2018
|
|
|
December 31, 2017
|
|
||
ASSETS
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
62,031
|
|
|
$
|
58,748
|
|
Accounts receivable, net (Note 7)
|
193,371
|
|
|
184,170
|
|
||
Program rights, net (Note 6)
|
77,624
|
|
|
81,412
|
|
||
Other current assets (Note 8)
|
41,067
|
|
|
37,216
|
|
||
Assets held for sale (Note 3)
|
—
|
|
|
59,693
|
|
||
Total current assets
|
374,093
|
|
|
421,239
|
|
||
Non-current assets
|
|
|
|
||||
Property, plant and equipment, net (Note 9)
|
117,604
|
|
|
119,349
|
|
||
Program rights, net (Note 6)
|
171,871
|
|
|
206,227
|
|
||
Goodwill (Note 4)
|
676,333
|
|
|
712,359
|
|
||
Other intangible assets, net (Note 4)
|
136,052
|
|
|
151,977
|
|
||
Other non-current assets (Note 8)
|
12,408
|
|
|
16,904
|
|
||
Total non-current assets
|
1,114,268
|
|
|
1,206,816
|
|
||
Total assets
|
$
|
1,488,361
|
|
|
$
|
1,628,055
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Accounts payable and accrued liabilities (Note 10)
|
$
|
120,468
|
|
|
$
|
160,072
|
|
Current portion of long-term debt and other financing arrangements (Note 5)
|
5,545
|
|
|
3,269
|
|
||
Other current liabilities (Note 11)
|
13,679
|
|
|
9,349
|
|
||
Liabilities held for sale (Note 3)
|
—
|
|
|
14,256
|
|
||
Total current liabilities
|
139,692
|
|
|
186,946
|
|
||
Non-current liabilities
|
|
|
|
|
|
||
Long-term debt and other financing arrangements (Note 5)
|
782,685
|
|
|
1,086,111
|
|
||
Other non-current liabilities (Note 11)
|
67,293
|
|
|
96,175
|
|
||
Total non-current liabilities
|
849,978
|
|
|
1,182,286
|
|
||
Commitments and contingencies (Note 21)
|
|
|
|
|
|
||
TEMPORARY EQUITY
|
|
|
|
||||
200,000 shares of Series B Convertible Redeemable Preferred Stock of $0.08 each (December 31, 2017 - 200,000) (Note 12)
|
269,370
|
|
|
264,593
|
|
||
EQUITY
|
|
|
|
|
|
||
CME Ltd. shareholders’ equity (Note 13):
|
|
|
|
|
|
||
One share of Series A Convertible Preferred Stock of $0.08 each (December 31, 2017 – one)
|
—
|
|
|
—
|
|
||
252,853,554 shares of Class A Common Stock of $0.08 each (December 31, 2017 – 145,486,497)
|
20,228
|
|
|
11,639
|
|
||
Nil shares of Class B Common Stock of $0.08 each (December 31, 2017 – nil)
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
2,003,518
|
|
|
1,905,779
|
|
||
Accumulated deficit
|
(1,578,076
|
)
|
|
(1,735,768
|
)
|
||
Accumulated other comprehensive loss
|
(216,650
|
)
|
|
(187,438
|
)
|
||
Total CME Ltd. shareholders’ equity / (deficit)
|
229,020
|
|
|
(5,788
|
)
|
||
Noncontrolling interests
|
301
|
|
|
18
|
|
||
Total equity / (deficit)
|
229,321
|
|
|
(5,770
|
)
|
||
Total liabilities and equity
|
$
|
1,488,361
|
|
|
$
|
1,628,055
|
|
|
For The Year Ended December 31,
|
||||||||||
|
2018
|
|
|
2017
|
|
|
2016
|
|
|||
Net revenues
|
$
|
703,906
|
|
|
$
|
642,868
|
|
|
$
|
583,006
|
|
Operating expenses:
|
|
|
|
|
|
||||||
Content costs
|
309,439
|
|
|
293,728
|
|
|
275,746
|
|
|||
Other operating costs
|
56,731
|
|
|
55,924
|
|
|
60,935
|
|
|||
Depreciation of property, plant and equipment
|
32,933
|
|
|
31,261
|
|
|
27,529
|
|
|||
Amortization of intangibles
|
9,002
|
|
|
8,592
|
|
|
8,270
|
|
|||
Cost of revenues
|
408,105
|
|
|
389,505
|
|
|
372,480
|
|
|||
Selling, general and administrative expenses
|
118,214
|
|
|
113,449
|
|
|
104,778
|
|
|||
Operating income
|
177,587
|
|
|
139,914
|
|
|
105,748
|
|
|||
Interest expense (Note 15)
|
(49,106
|
)
|
|
(83,188
|
)
|
|
(126,378
|
)
|
|||
Loss on extinguishment of debt
|
(415
|
)
|
|
(101
|
)
|
|
(150,158
|
)
|
|||
Other non-operating (expense) / income, net (Note 16)
|
(3,173
|
)
|
|
16,942
|
|
|
(2,252
|
)
|
|||
Income / (loss) before tax
|
124,893
|
|
|
73,567
|
|
|
(173,040
|
)
|
|||
Provision for income taxes
|
(27,828
|
)
|
|
(22,504
|
)
|
|
(6,639
|
)
|
|||
Income / (loss) from continuing operations
|
97,065
|
|
|
51,063
|
|
|
(179,679
|
)
|
|||
Income / (loss) from discontinued operations, net of tax (Note 3)
|
60,548
|
|
|
(1,636
|
)
|
|
(918
|
)
|
|||
Net income / (loss)
|
157,613
|
|
|
49,427
|
|
|
(180,597
|
)
|
|||
Net loss attributable to noncontrolling interests
|
79
|
|
|
341
|
|
|
306
|
|
|||
Net income / (loss) attributable to CME Ltd.
|
$
|
157,692
|
|
|
$
|
49,768
|
|
|
$
|
(180,291
|
)
|
|
|
|
|
|
|
||||||
Net income / (loss)
|
$
|
157,613
|
|
|
$
|
49,427
|
|
|
$
|
(180,597
|
)
|
Other comprehensive (loss) / income
|
|
|
|
|
|
||||||
Currency translation adjustment (Note 13)
|
(23,050
|
)
|
|
54,368
|
|
|
1,649
|
|
|||
Unrealized (loss) / gain on derivative instruments (Note 14)
|
(5,800
|
)
|
|
1,269
|
|
|
(3,031
|
)
|
|||
Total other comprehensive (loss) / income
|
(28,850
|
)
|
|
55,637
|
|
|
(1,382
|
)
|
|||
Comprehensive income / (loss)
|
128,763
|
|
|
105,064
|
|
|
(181,979
|
)
|
|||
Comprehensive (income) / loss attributable to noncontrolling interests
|
(283
|
)
|
|
1,254
|
|
|
109
|
|
|||
Comprehensive income / (loss) attributable to CME Ltd.
|
$
|
128,480
|
|
|
$
|
106,318
|
|
|
$
|
(181,870
|
)
|
PER SHARE DATA (Note 19):
|
|
|
|
|
|
||||||
Net income / (loss) per share:
|
|
|
|
|
|
||||||
Continuing operations — basic
|
$
|
0.27
|
|
|
$
|
0.16
|
|
|
$
|
(1.28
|
)
|
Continuing operations — diluted
|
0.25
|
|
|
0.12
|
|
|
(1.28
|
)
|
|||
Discontinued operations — basic
|
0.18
|
|
|
(0.01
|
)
|
|
0.00
|
|
|||
Discontinued operations — diluted
|
0.17
|
|
|
0.00
|
|
|
0.00
|
|
|||
Attributable to CME Ltd. — basic
|
0.45
|
|
|
0.15
|
|
|
(1.28
|
)
|
|||
Attributable to CME Ltd. — diluted
|
$
|
0.42
|
|
|
$
|
0.12
|
|
|
$
|
(1.28
|
)
|
|
|
|
|
|
|
||||||
Weighted average common shares used in computing per share amounts (000’s):
|
|
|
|
|
|
||||||
Basic
|
230,562
|
|
|
155,846
|
|
|
151,017
|
|
|||
Diluted
|
257,694
|
|
|
236,404
|
|
|
151,017
|
|
|
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, 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 13)
|
—
|
|
—
|
|
|
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
|
)
|
Stock-based compensation
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
4,412
|
|
—
|
|
—
|
|
|
—
|
|
|
4,412
|
|
||||||||
Exercise of warrants (Note 13)
|
—
|
|
—
|
|
|
1,148,469
|
|
92
|
|
|
—
|
|
—
|
|
1,056
|
|
—
|
|
—
|
|
|
—
|
|
|
1,148
|
|
||||||||
Share issuance, stock based compensation
|
—
|
|
—
|
|
|
888,115
|
|
71
|
|
|
—
|
|
—
|
|
(71
|
)
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Withholding tax on net share settlement of stock-based compensation
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
(168
|
)
|
—
|
|
—
|
|
|
—
|
|
|
(168
|
)
|
||||||||
Preferred dividend paid in kind
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
(9,694
|
)
|
—
|
|
—
|
|
|
—
|
|
|
(9,694
|
)
|
||||||||
Net income / (loss)
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
49,768
|
|
—
|
|
|
(341
|
)
|
|
49,427
|
|
||||||||
Unrealized gain on derivative instruments
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
1,269
|
|
|
—
|
|
|
1,269
|
|
||||||||
Currency translation adjustment
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
55,281
|
|
|
(913
|
)
|
|
54,368
|
|
||||||||
BALANCE
December 31, 2017
|
1
|
|
$
|
—
|
|
|
145,486,497
|
|
$
|
11,639
|
|
|
—
|
|
$
|
—
|
|
$
|
1,905,779
|
|
$
|
(1,735,768
|
)
|
$
|
(187,438
|
)
|
|
$
|
18
|
|
|
$
|
(5,770
|
)
|
Stock-based compensation
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
7,083
|
|
—
|
|
—
|
|
|
—
|
|
|
7,083
|
|
||||||||
Exercise of warrants (Note 13)
|
—
|
|
—
|
|
|
105,652,401
|
|
8,452
|
|
|
—
|
|
—
|
|
97,200
|
|
—
|
|
—
|
|
|
—
|
|
|
105,652
|
|
||||||||
Share issuance, stock-based compensation
|
—
|
|
—
|
|
|
1,714,656
|
|
137
|
|
|
—
|
|
—
|
|
(137
|
)
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Withholding tax on net share settlement of stock-based compensation
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
(1,630
|
)
|
—
|
|
—
|
|
|
—
|
|
|
(1,630
|
)
|
||||||||
Preferred dividend paid in kind
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
(4,777
|
)
|
—
|
|
—
|
|
|
—
|
|
|
(4,777
|
)
|
||||||||
Net income / (loss)
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
157,692
|
|
—
|
|
|
(79
|
)
|
|
157,613
|
|
||||||||
Unrealized loss on derivative instruments
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(5,800
|
)
|
|
—
|
|
|
(5,800
|
)
|
||||||||
Currency translation adjustment
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(23,412
|
)
|
|
362
|
|
|
(23,050
|
)
|
||||||||
BALANCE
December 31, 2018
|
1
|
|
$
|
—
|
|
|
252,853,554
|
|
$
|
20,228
|
|
|
—
|
|
$
|
—
|
|
$
|
2,003,518
|
|
$
|
(1,578,076
|
)
|
$
|
(216,650
|
)
|
|
$
|
301
|
|
|
$
|
229,321
|
|
|
For The Year Ended December 31,
|
||||||||||
|
2018
|
|
|
2017
|
|
|
2016
|
|
|||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
||||||
Net income / (loss)
|
$
|
157,613
|
|
|
$
|
49,427
|
|
|
$
|
(180,597
|
)
|
Adjustments to reconcile net income / (loss) to net cash generated from continuing operating activities:
|
|
|
|
|
|
|
|||||
(Income) / loss from discontinued operations, net of tax
|
(60,548
|
)
|
|
1,636
|
|
|
918
|
|
|||
Amortization of program rights
|
309,439
|
|
|
293,728
|
|
|
275,746
|
|
|||
Depreciation and other amortization
|
46,437
|
|
|
45,871
|
|
|
57,817
|
|
|||
Interest and related Guarantee Fees paid in kind
|
3,783
|
|
|
23,331
|
|
|
42,074
|
|
|||
Loss on extinguishment of debt
|
415
|
|
|
101
|
|
|
150,158
|
|
|||
Gain on disposal of fixed assets
|
(90
|
)
|
|
(108
|
)
|
|
(299
|
)
|
|||
Deferred income taxes
|
2,734
|
|
|
(483
|
)
|
|
1,424
|
|
|||
Stock-based compensation (Note 17)
|
7,083
|
|
|
4,412
|
|
|
3,510
|
|
|||
Change in fair value of derivatives
|
1,322
|
|
|
231
|
|
|
11,473
|
|
|||
Foreign currency exchange loss / (gain), net
|
2,376
|
|
|
(13,773
|
)
|
|
(8,891
|
)
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
|
|||||
Accounts receivable, net
|
(16,461
|
)
|
|
(325
|
)
|
|
(18,972
|
)
|
|||
Accounts payable and accrued liabilities
|
(8,597
|
)
|
|
(1,588
|
)
|
|
3,881
|
|
|||
Program rights
|
(307,490
|
)
|
|
(310,798
|
)
|
|
(287,357
|
)
|
|||
Other assets and liabilities
|
587
|
|
|
3,385
|
|
|
261
|
|
|||
Accrued interest
|
(31,338
|
)
|
|
(3,727
|
)
|
|
(133,723
|
)
|
|||
Income taxes payable
|
(2,878
|
)
|
|
7,554
|
|
|
5,162
|
|
|||
Deferred revenue
|
6,293
|
|
|
(2,272
|
)
|
|
(852
|
)
|
|||
VAT and other taxes payable
|
(1,656
|
)
|
|
(3,301
|
)
|
|
1,028
|
|
|||
Net cash generated from / (used in) continuing operating activities
|
$
|
109,024
|
|
|
$
|
93,301
|
|
|
$
|
(77,239
|
)
|
|
|
|
|
|
|
||||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
||||
Purchase of property, plant and equipment
|
$
|
(24,583
|
)
|
|
$
|
(28,115
|
)
|
|
$
|
(26,736
|
)
|
Proceeds from disposal of property, plant and equipment
|
43
|
|
|
168
|
|
|
211
|
|
|||
Net cash used in continuing investing activities
|
$
|
(24,540
|
)
|
|
$
|
(27,947
|
)
|
|
$
|
(26,525
|
)
|
|
|
|
|
|
|
||||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
||||
Proceeds from debt
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
533,963
|
|
Repayments of debt
|
(270,780
|
)
|
|
(59,060
|
)
|
|
(430,030
|
)
|
|||
Debt transactions costs
|
(10,746
|
)
|
|
(106
|
)
|
|
(9,541
|
)
|
|||
Payment of credit facilities and capital leases
|
(4,858
|
)
|
|
(2,999
|
)
|
|
(1,357
|
)
|
|||
Settlement of forward currency swaps
|
—
|
|
|
—
|
|
|
(12,106
|
)
|
|||
Proceeds from exercise of warrants
|
105,652
|
|
|
1,148
|
|
|
6,997
|
|
|||
Proceeds from sale-leaseback transactions
|
—
|
|
|
2,746
|
|
|
—
|
|
|||
Payments of withholding tax on net share settlement of stock-based compensation
|
(1,630
|
)
|
|
(168
|
)
|
|
—
|
|
|||
Net cash (used in) / provided by continuing financing activities
|
$
|
(182,362
|
)
|
|
$
|
(58,439
|
)
|
|
$
|
87,926
|
|
|
|
|
|
|
|
||||||
Net cash provided by / (used in) discontinued operations - operating activities
|
1,842
|
|
|
736
|
|
|
(149
|
)
|
|||
Net cash provided by / (used in) discontinued operations - investing activities
|
100,724
|
|
|
(877
|
)
|
|
(1,638
|
)
|
|||
Net cash used in discontinued operations - financing activities
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
|
|
|
|
|
||||||
Impact of exchange rate fluctuations on cash
|
(1,405
|
)
|
|
11,020
|
|
|
(862
|
)
|
|||
Net increase / (decrease) in cash and cash equivalents
|
$
|
3,283
|
|
|
$
|
17,794
|
|
|
$
|
(18,487
|
)
|
CASH AND CASH EQUIVALENTS, beginning of year
|
58,748
|
|
|
40,954
|
|
|
59,441
|
|
|||
CASH AND CASH EQUIVALENTS, end of year
|
$
|
62,031
|
|
|
$
|
58,748
|
|
|
$
|
40,954
|
|
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.
|
|
December 31, 2018
|
|
|
December 31, 2017
|
|
||
Assets held for sale
|
|
|
|
||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
4,939
|
|
Accounts receivable, net
|
—
|
|
|
18,273
|
|
||
Program rights, net
|
—
|
|
|
26,254
|
|
||
Property, plant and equipment, net
|
—
|
|
|
7,169
|
|
||
Other assets
|
—
|
|
|
3,058
|
|
||
Total assets held for sale
|
$
|
—
|
|
|
$
|
59,693
|
|
|
|
|
|
||||
Liabilities held for sale
|
|
|
|
||||
Accounts payable and accrued liabilities
|
$
|
—
|
|
|
$
|
13,894
|
|
Other liabilities
|
—
|
|
|
362
|
|
||
Total liabilities held for sale
|
$
|
—
|
|
|
$
|
14,256
|
|
|
For The Year Ended December 31,
|
||||||||||
|
2018
|
|
|
2017
|
|
|
2016
|
|
|||
Net revenues
|
$
|
36,885
|
|
|
$
|
57,843
|
|
|
$
|
55,007
|
|
Cost of revenues
|
23,863
|
|
|
38,766
|
|
|
41,345
|
|
|||
Selling, general and administrative expenses
|
6,853
|
|
|
13,572
|
|
|
7,811
|
|
|||
Operating income
|
6,169
|
|
|
5,505
|
|
|
5,851
|
|
|||
Interest expense
(1)
|
(2,766
|
)
|
|
(6,024
|
)
|
|
(5,846
|
)
|
|||
Other non-operating income / (expense), net
|
126
|
|
|
109
|
|
|
(245
|
)
|
|||
Income / (loss) from discontinued operations, before tax, before gain on sale
|
3,529
|
|
|
(410
|
)
|
|
(240
|
)
|
|||
Gain on sale of divested businesses
|
58,442
|
|
|
—
|
|
|
—
|
|
|||
Income / (loss) from discontinued operations, before tax
|
61,971
|
|
|
(410
|
)
|
|
(240
|
)
|
|||
Provision for income taxes
|
(1,423
|
)
|
|
(1,226
|
)
|
|
(678
|
)
|
|||
Income / (loss) from discontinued operations, net of tax
|
$
|
60,548
|
|
|
$
|
(1,636
|
)
|
|
$
|
(918
|
)
|
(1)
|
For the years ended
December 31, 2018
,
2017
and
2016
, we paid US$
7.0 million
, US$
4.2 million
and US$
6.8 million
, respectively, of interest and Guarantee Fees associated with the 2019 Euro Loan and the 2021 Euro Loan (each as defined in
Note 5, "Long-term Debt and Other Financing Arrangements"
). These payments were allocated to
Net cash provided by / (used in) discontinued operations - operating activities
in our consolidated statements of cash flows as we were required to apply the proceeds from the Divestment Transaction towards the repayment of debt and related obligations. The interest allocated is in direct proportion to the amount of principal repaid.
|
|
Bulgaria
|
|
Czech Republic
|
|
Romania
|
|
Slovak Republic
|
|
Slovenia
|
|
Total
|
||||||||||||
Gross Balance, December 31, 2016
|
$
|
171,389
|
|
|
$
|
744,483
|
|
|
$
|
82,786
|
|
|
$
|
46,089
|
|
|
$
|
19,400
|
|
|
$
|
1,064,147
|
|
Accumulated impairment losses
|
(144,639
|
)
|
|
(287,545
|
)
|
|
(11,028
|
)
|
|
—
|
|
|
(19,400
|
)
|
|
(462,612
|
)
|
||||||
Balance, December 31, 2016
|
26,750
|
|
|
456,938
|
|
|
71,758
|
|
|
46,089
|
|
|
—
|
|
|
601,535
|
|
||||||
Foreign currency
|
3,682
|
|
|
93,249
|
|
|
7,519
|
|
|
6,374
|
|
|
—
|
|
|
110,824
|
|
||||||
Balance, December 31, 2017
|
30,432
|
|
|
550,187
|
|
|
79,277
|
|
|
52,463
|
|
|
—
|
|
|
712,359
|
|
||||||
Accumulated impairment losses
|
(144,639
|
)
|
|
(287,545
|
)
|
|
(11,028
|
)
|
|
—
|
|
|
(19,400
|
)
|
|
(462,612
|
)
|
||||||
Gross Balance, December 31, 2017
|
$
|
175,071
|
|
|
$
|
837,732
|
|
|
$
|
90,305
|
|
|
$
|
52,463
|
|
|
$
|
19,400
|
|
|
$
|
1,174,971
|
|
|
Bulgaria
|
|
Czech Republic
|
|
Romania
|
|
Slovak Republic
|
|
Slovenia
|
|
Total
|
||||||||||||
Gross Balance, December 31, 2017
|
$
|
175,071
|
|
|
$
|
837,732
|
|
|
$
|
90,305
|
|
|
$
|
52,463
|
|
|
$
|
19,400
|
|
|
1,174,971
|
|
|
Accumulated impairment losses
|
(144,639
|
)
|
|
(287,545
|
)
|
|
(11,028
|
)
|
|
—
|
|
|
(19,400
|
)
|
|
(462,612
|
)
|
||||||
Balance, December 31, 2017
|
30,432
|
|
|
550,187
|
|
|
79,277
|
|
|
52,463
|
|
|
—
|
|
|
712,359
|
|
||||||
Foreign currency
|
(1,377
|
)
|
|
(28,762
|
)
|
|
(3,505
|
)
|
|
(2,382
|
)
|
|
—
|
|
|
(36,026
|
)
|
||||||
Balance, December 31, 2018
|
29,055
|
|
|
521,425
|
|
|
75,772
|
|
|
50,081
|
|
|
—
|
|
|
676,333
|
|
||||||
Accumulated impairment losses
|
(144,639
|
)
|
|
(287,545
|
)
|
|
(11,028
|
)
|
|
—
|
|
|
(19,400
|
)
|
|
(462,612
|
)
|
||||||
Gross Balance, December 31, 2018
|
$
|
173,694
|
|
|
$
|
808,970
|
|
|
$
|
86,800
|
|
|
$
|
50,081
|
|
|
$
|
19,400
|
|
|
$
|
1,138,945
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||||
|
Gross
|
|
Accumulated Amortization
|
|
Net
|
|
Gross
|
|
Accumulated Amortization
|
|
Net
|
||||||||||||
Indefinite-lived:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Trademarks
|
$
|
87,356
|
|
|
$
|
—
|
|
|
$
|
87,356
|
|
|
$
|
91,642
|
|
|
$
|
—
|
|
|
$
|
91,642
|
|
Amortized:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Broadcast licenses
|
210,447
|
|
|
(162,936
|
)
|
|
$
|
47,511
|
|
|
221,842
|
|
|
(163,468
|
)
|
|
58,374
|
|
|||||
Trademarks
|
631
|
|
|
(631
|
)
|
|
—
|
|
|
661
|
|
|
(661
|
)
|
|
—
|
|
||||||
Customer relationships
|
56,024
|
|
|
(55,158
|
)
|
|
$
|
866
|
|
|
58,771
|
|
|
(56,996
|
)
|
|
1,775
|
|
|||||
Other
|
1,868
|
|
|
(1,549
|
)
|
|
319
|
|
|
1,753
|
|
|
(1,567
|
)
|
|
186
|
|
||||||
Total
|
$
|
356,326
|
|
|
$
|
(220,274
|
)
|
|
$
|
136,052
|
|
|
$
|
374,669
|
|
|
$
|
(222,692
|
)
|
|
$
|
151,977
|
|
|
December 31, 2018
|
|
|
December 31, 2017
|
|
||
Long-term debt
|
$
|
772,339
|
|
|
$
|
1,079,187
|
|
Other credit facilities and capital leases
|
15,891
|
|
|
10,193
|
|
||
Total long-term debt and other financing arrangements
|
788,230
|
|
|
1,089,380
|
|
||
Less: current maturities
|
(5,545
|
)
|
|
(3,269
|
)
|
||
Total non-current long-term debt and other financing arrangements
|
$
|
782,685
|
|
|
$
|
1,086,111
|
|
|
Principal Amount of Liability Component
|
|
|
Debt Issuance Costs
(1)
|
|
|
Net Carrying Amount
|
|
|||
2021 Euro Loan
|
240,834
|
|
|
(538
|
)
|
|
240,296
|
|
|||
2023 Euro Loan
|
536,776
|
|
|
(4,733
|
)
|
|
532,043
|
|
|||
2023 Revolving Credit Facility
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total long-term debt and credit facilities
|
$
|
777,610
|
|
|
$
|
(5,271
|
)
|
|
$
|
772,339
|
|
(1)
|
Debt issuance costs related to the 2021 Euro Loan and 2023 Euro 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 2023 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 2023 Revolving Credit Facility.
|
|
Carrying Amount
|
|
Fair Value
|
||||||||||||
|
December 31, 2018
|
|
|
December 31, 2017
|
|
|
December 31, 2018
|
|
|
December 31, 2017
|
|
||||
2019 Euro Loan
|
$
|
—
|
|
|
$
|
240,545
|
|
|
$
|
—
|
|
|
$
|
236,337
|
|
2021 Euro Loan
|
240,296
|
|
|
281,871
|
|
|
233,058
|
|
|
268,858
|
|
||||
2023 Euro Loan
|
532,043
|
|
|
556,771
|
|
|
502,617
|
|
|
510,882
|
|
||||
|
$
|
772,339
|
|
|
$
|
1,079,187
|
|
|
$
|
735,675
|
|
|
$
|
1,016,077
|
|
Consolidated Net Leverage
|
2021 Euro Loan
|
|
|
2023 Euro Loan
|
|
||||
≥
|
7.0x
|
|
|
|
6.00
|
%
|
|
6.50
|
%
|
<
|
7.0x
|
-
|
6.0x
|
|
5.00
|
%
|
|
5.50
|
%
|
<
|
6.0x
|
-
|
5.0x
|
|
4.25
|
%
|
|
4.75
|
%
|
<
|
5.0x
|
-
|
4.0x
|
|
3.75
|
%
|
|
4.25
|
%
|
<
|
4.0x
|
-
|
3.0x
|
|
3.25
|
%
|
|
3.75
|
%
|
<
|
3.0x
|
|
|
|
3.25
|
%
|
|
3.50
|
%
|
|
Base Rate
|
|
|
Rate Fixed Pursuant to Interest Rate Hedges
|
|
|
Guarantee Fee Rate
|
|
|
All-in Borrowing Rate
|
|
2021 Euro Loan
|
1.28
|
%
|
|
0.31
|
%
|
(1)
|
1.66
|
%
|
|
3.25
|
%
|
2023 Euro Loan
|
1.28
|
%
|
|
0.28
|
%
|
(2)
|
2.19
|
%
|
|
3.75
|
%
|
2023 Revolving Credit Facility (if drawn)
|
6.31
|
%
|
(3)
|
—
|
|
|
—
|
|
|
6.31
|
%
|
(1)
|
Effective until November 1, 2019. From November 1, 2019 through maturity on November 1, 2021, the rate fixed pursuant to interest rate hedges will increase to
0.47%
, with a corresponding decrease in the Guarantee Fee rate, such that the all-in borrowing rate remains
3.25%
if our net leverage ratio remains unchanged.
|
(2)
|
Effective until February 19, 2021. From February 19, 2021 through maturity on April 26, 2023, the rate fixed pursuant to interest rate hedges will increase to
0.97%
, with a corresponding decrease in the Guarantee Fee rate, such that the all-in borrowing rate remains
3.75%
if our net leverage ratio remains unchanged.
|
(3)
|
Based on the three month LIBOR of
2.81%
as at
December 31, 2018
.
|
Consolidated Net Leverage
|
Alternate Base Rate Loans
|
|
|
Eurodollar Loans
|
|
||||
≥
|
7.0x
|
|
|
|
5.25
|
%
|
|
6.25
|
%
|
<
|
7.0x
|
-
|
6.0x
|
|
4.25
|
%
|
|
5.25
|
%
|
<
|
6.0x
|
-
|
5.0x
|
|
3.50
|
%
|
|
4.50
|
%
|
<
|
5.0x
|
-
|
4.0x
|
|
3.00
|
%
|
|
4.00
|
%
|
<
|
4.0x
|
-
|
3.0x
|
|
2.50
|
%
|
|
3.50
|
%
|
<
|
3.0x
|
|
|
|
2.25
|
%
|
|
3.25
|
%
|
|
December 31, 2018
|
|
|
December 31, 2017
|
|
||
Credit facilities
(1) – (4)
|
$
|
—
|
|
|
$
|
—
|
|
Capital leases
|
15,891
|
|
|
10,193
|
|
||
Total credit facilities and capital leases
|
15,891
|
|
|
10,193
|
|
||
Less: current maturities
|
(5,545
|
)
|
|
(3,269
|
)
|
||
Total non-current credit facilities and capital leases
|
$
|
10,346
|
|
|
$
|
6,924
|
|
(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 throughout 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)
|
Under a factoring framework agreement with Factoring Česka spořitelna, a.s., up to CZK
475.0 million
(approximately US$
21.1 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
0.19%
of any factored receivable and bears interest at one-month PRIBOR plus
0.95%
per annum for the period that receivables are factored and outstanding.
|
(3)
|
Under a factoring framework agreement with Factoring KB, a.s., up to CZK
270.0 million
(approximately US$
12.0 million
) of receivables from certain customers in the Czech Republic may be factored on a non-recourse basis. The facility has a factoring fee of
0.11%
of any factored receivable and bears interest at one-month PRIBOR plus
0.95%
per annum for the period that receivables are factored and outstanding up to a maximum of 60 days from the due date.
|
(4)
|
Under a factoring framework agreement with Global Funds IFN S.A., 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.
|
2019
|
$
|
—
|
|
2020
|
—
|
|
|
2021
|
240,834
|
|
|
2022
|
—
|
|
|
2023
|
536,776
|
|
|
2024 and thereafter
|
—
|
|
|
Total long-term debt and credit facilities
|
777,610
|
|
|
Debt issuance costs
|
(5,271
|
)
|
|
Carrying amount of long-term debt and credit facilities
|
$
|
772,339
|
|
2019
|
$
|
5,824
|
|
2020
|
5,251
|
|
|
2021
|
3,853
|
|
|
2022
|
1,488
|
|
|
2023
|
—
|
|
|
2024 and thereafter
|
—
|
|
|
Total undiscounted payments
|
16,416
|
|
|
Less: amount representing interest
|
(525
|
)
|
|
Present value of net minimum lease payments
|
$
|
15,891
|
|
|
December 31, 2018
|
|
|
December 31, 2017
|
|
||
Program rights:
|
|
|
|
||||
Acquired program rights, net of amortization
|
$
|
153,761
|
|
|
$
|
188,370
|
|
Less: current portion of acquired program rights
|
(77,624
|
)
|
|
(81,412
|
)
|
||
Total non-current acquired program rights
|
76,137
|
|
|
106,958
|
|
||
Produced program rights – Feature Films:
|
|
|
|
||||
Released, net of amortization
|
653
|
|
|
939
|
|
||
Produced program rights – Television Programs:
|
|
|
|
||||
Released, net of amortization
|
55,220
|
|
|
53,996
|
|
||
Completed and not released
|
8,347
|
|
|
9,987
|
|
||
In production
|
30,904
|
|
|
33,877
|
|
||
Development and pre-production
|
610
|
|
|
470
|
|
||
Total produced program rights
|
95,734
|
|
|
99,269
|
|
||
Total non-current acquired program rights and produced program rights
|
$
|
171,871
|
|
|
$
|
206,227
|
|
|
December 31, 2018
|
|
|
December 31, 2017
|
|
||
Third-party customers
|
$
|
203,068
|
|
|
$
|
194,606
|
|
Less: allowance for bad debts and credit notes
|
(9,697
|
)
|
|
(10,436
|
)
|
||
Total accounts receivable
|
$
|
193,371
|
|
|
$
|
184,170
|
|
|
December 31, 2018
|
|
|
December 31, 2017
|
|
||
Current:
|
|
|
|
||||
Prepaid acquired programming
|
$
|
29,918
|
|
|
$
|
23,291
|
|
Other prepaid expenses
|
9,119
|
|
|
10,409
|
|
||
VAT recoverable
|
1,702
|
|
|
1,164
|
|
||
Income taxes recoverable
|
2
|
|
|
174
|
|
||
Other
|
326
|
|
|
2,178
|
|
||
Total other current assets
|
$
|
41,067
|
|
|
$
|
37,216
|
|
|
|
|
|
||||
|
December 31, 2018
|
|
|
December 31, 2017
|
|
||
Non-current:
|
|
|
|
|
|
||
Capitalized debt costs
|
$
|
9,660
|
|
|
$
|
12,947
|
|
Deferred tax
|
2,411
|
|
|
2,964
|
|
||
Other
|
337
|
|
|
993
|
|
||
Total other non-current assets
|
$
|
12,408
|
|
|
$
|
16,904
|
|
|
December 31, 2018
|
|
|
December 31, 2017
|
|
||
Land and buildings
|
$
|
100,574
|
|
|
$
|
104,291
|
|
Machinery, fixtures and equipment
|
206,491
|
|
|
213,229
|
|
||
Other equipment
|
35,022
|
|
|
37,459
|
|
||
Software
|
68,239
|
|
|
66,233
|
|
||
Construction in progress
|
4,663
|
|
|
3,721
|
|
||
Total cost
|
414,989
|
|
|
424,933
|
|
||
Less: accumulated depreciation
|
(297,385
|
)
|
|
(305,584
|
)
|
||
Total net book value
|
$
|
117,604
|
|
|
$
|
119,349
|
|
|
|
|
|
||||
Assets held under capital leases (included in the above)
|
|
|
|
|
|
||
Land and buildings
|
$
|
3,989
|
|
|
$
|
4,178
|
|
Machinery, fixtures and equipment
|
25,414
|
|
|
14,193
|
|
||
Total cost
|
29,403
|
|
|
18,371
|
|
||
Less: accumulated depreciation
|
(10,705
|
)
|
|
(7,281
|
)
|
||
Total net book value
|
$
|
18,698
|
|
|
$
|
11,090
|
|
|
For The Year Ended December 31,
|
||||||
|
2018
|
|
|
2017
|
|
||
Opening balance
|
$
|
119,349
|
|
|
$
|
103,258
|
|
Additions
|
36,737
|
|
|
31,379
|
|
||
Disposals
|
(42
|
)
|
|
(32
|
)
|
||
Depreciation
|
(32,933
|
)
|
|
(31,261
|
)
|
||
Foreign currency movements
|
(5,507
|
)
|
|
16,005
|
|
||
Ending balance
|
$
|
117,604
|
|
|
$
|
119,349
|
|
|
December 31, 2018
|
|
|
December 31, 2017
|
|
||
Accounts payable and accrued expenses
|
$
|
48,708
|
|
|
$
|
61,025
|
|
Related party accounts payable
|
292
|
|
|
252
|
|
||
Programming liabilities
|
16,072
|
|
|
20,191
|
|
||
Related party programming liabilities
|
12,171
|
|
|
21,189
|
|
||
Duties and other taxes payable
|
9,014
|
|
|
10,539
|
|
||
Accrued staff costs
|
17,425
|
|
|
20,719
|
|
||
Accrued interest payable
|
2,456
|
|
|
3,326
|
|
||
Related party accrued interest payable (including Guarantee Fees)
|
1,749
|
|
|
6,273
|
|
||
Income taxes payable
|
10,415
|
|
|
14,091
|
|
||
Other accrued liabilities
|
2,166
|
|
|
2,467
|
|
||
Total accounts payable and accrued liabilities
|
$
|
120,468
|
|
|
$
|
160,072
|
|
|
December 31, 2018
|
|
|
December 31, 2017
|
|
||
Current:
|
|
|
|
||||
Deferred revenue
|
$
|
9,906
|
|
|
$
|
5,744
|
|
Legal provisions
|
1,978
|
|
|
2,907
|
|
||
Other
|
1,795
|
|
|
698
|
|
||
Total other current liabilities
|
$
|
13,679
|
|
|
$
|
9,349
|
|
|
|
|
|
||||
|
December 31, 2018
|
|
|
December 31, 2017
|
|
||
Non-current:
|
|
|
|
|
|
||
Deferred tax
|
$
|
22,545
|
|
|
$
|
21,280
|
|
Derivative instruments
|
9,817
|
|
|
3,307
|
|
||
Related party Commitment Fee payable
(1)
|
—
|
|
|
10,765
|
|
||
Related party Guarantee Fee payable (Note 5)
|
33,465
|
|
|
58,855
|
|
||
Other
|
1,466
|
|
|
1,968
|
|
||
Total other non-current liabilities
|
$
|
67,293
|
|
|
$
|
96,175
|
|
(1)
|
The Commitment Fee was paid on July 31, 2018, see
Note 5, "Long-term Debt and Other Financing Arrangements"
.
|
|
Currency translation adjustment, net
|
|
|
Unrealized (loss) / gain on derivative instruments designated as hedging instruments
|
|
|
TOTAL
Accumulated Other Comprehensive Loss
|
|
|||
BALANCE December 31, 2015
|
$
|
(240,989
|
)
|
|
$
|
(1,420
|
)
|
|
$
|
(242,409
|
)
|
Other comprehensive income / (loss) before reclassifications:
|
|
|
|
|
|
||||||
Foreign exchange gain on intercompany loans
(1)
|
8,848
|
|
|
—
|
|
|
8,848
|
|
|||
Foreign exchange loss on the Series B Preferred Shares
|
(19,412
|
)
|
|
—
|
|
|
(19,412
|
)
|
|||
Currency translation adjustment
|
12,016
|
|
|
—
|
|
|
12,016
|
|
|||
Change in the fair value of hedging instruments
|
—
|
|
|
(5,447
|
)
|
|
(5,447
|
)
|
|||
Amounts reclassified from accumulated other comprehensive loss:
|
|
|
|
|
|
||||||
Changes in fair value reclassified to interest expense
|
—
|
|
|
2,416
|
|
|
2,416
|
|
|||
Net other comprehensive income / (loss)
|
1,452
|
|
|
(3,031
|
)
|
|
(1,579
|
)
|
|||
BALANCE December 31, 2016
|
$
|
(239,537
|
)
|
|
$
|
(4,451
|
)
|
|
$
|
(243,988
|
)
|
Other comprehensive income / (loss) before reclassifications:
|
|
|
|
|
|
||||||
Foreign exchange gain on intercompany loans
(1)
|
11,326
|
|
|
—
|
|
|
11,326
|
|
|||
Foreign exchange gain on the Series B Preferred Shares
|
33,444
|
|
|
—
|
|
|
33,444
|
|
|||
Currency translation adjustment
|
10,511
|
|
|
—
|
|
|
10,511
|
|
|||
Change in the fair value of hedging instruments
|
—
|
|
|
(1,942
|
)
|
|
(1,942
|
)
|
|||
Amounts reclassified from accumulated other comprehensive loss:
|
|
|
|
|
|
||||||
Changes in fair value reclassified to interest expense
|
—
|
|
|
2,764
|
|
|
2,764
|
|
|||
Changes in fair value reclassified to other non-operating income, net
(2)
|
—
|
|
|
447
|
|
|
447
|
|
|||
Net other comprehensive income
|
55,281
|
|
|
1,269
|
|
|
56,550
|
|
|||
BALANCE December 31, 2017
|
$
|
(184,256
|
)
|
|
$
|
(3,182
|
)
|
|
$
|
(187,438
|
)
|
Other comprehensive loss before reclassifications:
|
|
|
|
|
|
||||||
Foreign exchange loss on intercompany loans
(1)
|
(1,061
|
)
|
|
—
|
|
|
(1,061
|
)
|
|||
Foreign exchange loss on the Series B Preferred Shares
|
(12,527
|
)
|
|
—
|
|
|
(12,527
|
)
|
|||
Currency translation adjustment
|
(9,824
|
)
|
|
—
|
|
|
(9,824
|
)
|
|||
Change in the fair value of hedging instruments
|
—
|
|
|
(9,455
|
)
|
|
(9,455
|
)
|
|||
Amounts reclassified from accumulated other comprehensive loss:
|
|
|
|
|
|
||||||
Changes in fair value reclassified to interest expense
|
—
|
|
|
2,220
|
|
|
2,220
|
|
|||
Changes in fair value reclassified to other non-operating income, net
(2)
|
—
|
|
|
1,435
|
|
|
1,435
|
|
|||
Net other comprehensive loss
|
(23,412
|
)
|
|
(5,800
|
)
|
|
(29,212
|
)
|
|||
BALANCE December 31, 2018
|
$
|
(207,668
|
)
|
|
$
|
(8,982
|
)
|
|
$
|
(216,650
|
)
|
(1)
|
Represents foreign exchange gains on intercompany loans that are of a long-term investment nature which are reported in the same manner as translation adjustments.
|
(2)
|
Represents amounts reclassified upon the dedesignation of a portion of our hedging instruments (see
Note 14, "Financial Instruments and Fair Value Measurements"
.
|
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
|
|
|
Aggregate Notional Amount
|
|
|
Designated Portion
|
|
|
Maturity Date
|
|
Objective
|
|
Fair Value as at December 31, 2018
|
|
|||
November 10,
2015
|
|
3
|
|
|
EUR
|
210,335
|
|
|
EUR
|
65,204
|
|
|
November 1,
2019
|
|
Interest rate hedge underlying 2021 Euro Loan
|
|
$
|
(639
|
)
|
April 26,
2018
|
|
3
|
|
|
EUR
|
210,335
|
|
|
EUR
|
65,204
|
|
|
November 1,
2021
|
|
Interest rate hedge underlying 2021 Euro Loan, forward starting on November 1, 2019
|
|
$
|
(1,607
|
)
|
April 5,
2016
|
|
5
|
|
|
EUR
|
468,800
|
|
|
EUR
|
468,800
|
|
|
February 19,
2021
|
|
Interest rate hedge underlying 2023 Euro Loan
|
|
$
|
(2,728
|
)
|
April 26,
2018
|
|
4
|
|
|
EUR
|
468,800
|
|
|
EUR
|
468,800
|
|
|
April 26,
2023
|
|
Interest rate hedge underlying 2023 Euro Loan, forward starting on February 19, 2021
|
|
$
|
(5,482
|
)
|
|
For The Year Ended December 31,
|
||||||||||
|
2018
|
|
|
2017
|
|
|
2016
|
|
|||
Loss on currency swaps
|
$
|
—
|
|
|
$
|
(1,380
|
)
|
|
$
|
(10,213
|
)
|
Loss on interest rate swaps
|
(1,715
|
)
|
|
(403
|
)
|
|
—
|
|
|||
Change in fair value of derivatives
|
$
|
(1,715
|
)
|
|
$
|
(1,783
|
)
|
|
$
|
(10,213
|
)
|
|
For The Year Ended December 31,
|
||||||||||
|
2018
|
|
|
2017
|
|
|
2016
|
|
|||
Interest on long-term debt and other financing arrangements
|
$
|
44,604
|
|
|
$
|
77,170
|
|
|
$
|
104,361
|
|
Amortization of capitalized debt issuance costs
|
4,502
|
|
|
6,018
|
|
|
9,072
|
|
|||
Amortization of debt issuance discount
|
—
|
|
|
—
|
|
|
12,945
|
|
|||
Total interest expense
|
$
|
49,106
|
|
|
$
|
83,188
|
|
|
$
|
126,378
|
|
|
For The Year Ended December 31,
|
||||||||||
|
2018
|
|
|
2017
|
|
|
2016
|
|
|||
Interest income
|
$
|
725
|
|
|
$
|
536
|
|
|
$
|
590
|
|
Foreign currency exchange (loss) / gain, net
|
(2,691
|
)
|
|
17,761
|
|
|
6,929
|
|
|||
Change in fair value of derivatives (Note 14)
|
(1,715
|
)
|
|
(1,783
|
)
|
|
(10,213
|
)
|
|||
Other income, net
|
508
|
|
|
428
|
|
|
442
|
|
|||
Total other non-operating (expense) / income, net
|
$
|
(3,173
|
)
|
|
$
|
16,942
|
|
|
$
|
(2,252
|
)
|
|
Shares
|
|
|
Weighted Average Exercise Price per Share
|
|
|
Weighted Average Remaining Contractual Term (years)
|
|
Aggregate Intrinsic Value
|
|
||
Outstanding at December 31, 2017
|
2,011,392
|
|
|
$
|
2.32
|
|
|
7.58
|
|
$
|
4,677
|
|
Outstanding at December 31, 2018
|
2,011,392
|
|
|
$
|
2.32
|
|
|
6.58
|
|
$
|
916
|
|
Vested or expected to vest at December 31, 2018
|
2,011,392
|
|
|
$
|
2.32
|
|
|
6.58
|
|
$
|
916
|
|
Exercisable at December 31, 2018
|
1,405,696
|
|
|
$
|
2.31
|
|
|
6.53
|
|
$
|
654
|
|
|
2018
|
|
2017
|
|
2016
|
|||||||||||||||
|
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
|
2,011,392
|
|
|
$
|
2.32
|
|
|
2,011,392
|
|
|
$
|
2.32
|
|
|
1,666,000
|
|
|
$
|
3.53
|
|
Awards granted
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
411,392
|
|
|
2.46
|
|
|||
Awards expired
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(66,000
|
)
|
|
33.66
|
|
|||
Outstanding at December 31
|
2,011,392
|
|
|
$
|
2.32
|
|
|
2,011,392
|
|
|
$
|
2.32
|
|
|
2,011,392
|
|
|
$
|
2.32
|
|
|
Number of
Shares / Units
|
|
|
Weighted-Average
Grant Date Fair Value
|
|
|
Unvested at December 31, 2017
|
1,974,954
|
|
|
$
|
3.21
|
|
Granted
|
962,369
|
|
|
4.28
|
|
|
Vested
|
(940,968
|
)
|
|
3.31
|
|
|
Unvested at December 31, 2018
|
1,996,355
|
|
|
$
|
3.68
|
|
|
Number of
Shares / Units
|
|
|
Weighted-Average
Grant Date Fair Value
|
|
|
Unvested at December 31, 2017
|
719,109
|
|
|
$
|
2.67
|
|
Granted
|
962,760
|
|
|
3.52
|
|
|
Vested
|
(1,180,297
|
)
|
|
3.14
|
|
|
Unvested at December 31, 2018
|
501,572
|
|
|
$
|
3.19
|
|
|
For The Year Ended December 31,
|
||||||||||
|
2018
|
|
|
2017
|
|
|
2016
|
|
|||
Income tax provision from continuing operations
|
$
|
(27,828
|
)
|
|
$
|
(22,504
|
)
|
|
$
|
(6,639
|
)
|
Income tax provision from discontinued operations
|
(1,423
|
)
|
|
(1,226
|
)
|
|
(678
|
)
|
|||
Total tax provision
|
$
|
(29,251
|
)
|
|
$
|
(23,730
|
)
|
|
$
|
(7,317
|
)
|
|
For The Year Ended December 31,
|
||||||||||
|
2018
|
|
|
2017
|
|
|
2016
|
|
|||
Current income tax provision:
|
|
|
|
|
|
||||||
Domestic
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Foreign
|
(25,308
|
)
|
|
(22,273
|
)
|
|
(4,781
|
)
|
|||
|
(25,308
|
)
|
|
(22,273
|
)
|
|
(4,781
|
)
|
|||
Deferred tax provision:
|
|
|
|
|
|
||||||
Domestic
|
—
|
|
|
—
|
|
|
—
|
|
|||
Foreign
|
(2,520
|
)
|
|
(231
|
)
|
|
(1,858
|
)
|
|||
|
(2,520
|
)
|
|
(231
|
)
|
|
(1,858
|
)
|
|||
Provision for income taxes
|
$
|
(27,828
|
)
|
|
$
|
(22,504
|
)
|
|
$
|
(6,639
|
)
|
|
For The Year Ended December 31,
|
||||||||||
|
2018
|
|
|
2017
|
|
|
2016
|
|
|||
Income taxes at Netherlands rates (25%)
|
$
|
(31,206
|
)
|
|
$
|
(18,378
|
)
|
|
$
|
43,251
|
|
Jurisdictional differences in tax rates
|
10,384
|
|
|
7,303
|
|
|
(41,858
|
)
|
|||
Non-deductible interest
|
(2,455
|
)
|
|
(248
|
)
|
|
(796
|
)
|
|||
Losses expired
|
(7,111
|
)
|
|
(7,583
|
)
|
|
(1,847
|
)
|
|||
Change in valuation allowance
(1)
|
26,042
|
|
|
(6,242
|
)
|
|
(5,863
|
)
|
|||
Unrecognized tax benefits
|
1,077
|
|
|
—
|
|
|
(925
|
)
|
|||
Effect of change in tax rate
(1)
|
(21,982
|
)
|
|
—
|
|
|
575
|
|
|||
Non-deductible expenses
|
(879
|
)
|
|
207
|
|
|
921
|
|
|||
Other
|
(1,698
|
)
|
|
2,437
|
|
|
(97
|
)
|
|||
Provision for income taxes
|
$
|
(27,828
|
)
|
|
$
|
(22,504
|
)
|
|
$
|
(6,639
|
)
|
(1)
|
The effect of change in tax rate in 2018 is the impact of tax rates enacted in the Netherlands on the tax benefit of loss carry-forwards. The tax benefit is fully offset by a release in the corresponding valuation allowance which was previously recorded against the loss carry-forwards deferred tax asset, resulting in no net impact to the provision for income taxes.
|
|
December 31, 2018
|
|
|
December 31, 2017
|
|
||
Assets:
|
|
|
|
||||
Tax benefit of loss carry-forwards and other tax credits
|
$
|
103,468
|
|
|
$
|
133,258
|
|
Programming rights
|
2,211
|
|
|
3,189
|
|
||
Property, plant and equipment
|
3,088
|
|
|
3,494
|
|
||
Accrued expenses
|
3,922
|
|
|
4,087
|
|
||
Other
|
2,997
|
|
|
2,468
|
|
||
Gross deferred tax assets
|
115,686
|
|
|
146,496
|
|
||
Valuation allowance
|
(103,126
|
)
|
|
(133,477
|
)
|
||
Net deferred tax assets
|
$
|
12,560
|
|
|
$
|
13,019
|
|
|
|
|
|
||||
Liabilities:
|
|
|
|
||||
Broadcast licenses, trademarks and customer relationships
|
$
|
(21,979
|
)
|
|
$
|
(24,789
|
)
|
Property, plant and equipment
|
(293
|
)
|
|
(166
|
)
|
||
Programming rights
|
(5,123
|
)
|
|
(6,211
|
)
|
||
Tax payable on potential distribution of reserves
|
(4,379
|
)
|
|
—
|
|
||
Other
|
(920
|
)
|
|
(169
|
)
|
||
Total deferred tax liabilities
|
(32,694
|
)
|
|
(31,335
|
)
|
||
Net deferred income tax liability
|
$
|
(20,134
|
)
|
|
$
|
(18,316
|
)
|
|
December 31, 2018
|
|
|
December 31, 2017
|
|
||
Net non-current deferred tax assets
|
$
|
2,411
|
|
|
$
|
2,964
|
|
|
|
|
|
||||
Net non-current deferred tax liabilities
|
(22,545
|
)
|
|
(21,280
|
)
|
||
|
|
|
|
||||
Net deferred income tax liability
|
$
|
(20,134
|
)
|
|
$
|
(18,316
|
)
|
Balance at December 31, 2016
|
$
|
110,920
|
|
Created during the period
|
7,151
|
|
|
Utilized
|
(909
|
)
|
|
Foreign exchange
|
15,844
|
|
|
Other
|
471
|
|
|
Balance at December 31, 2017
|
133,477
|
|
|
Created during the period
|
100
|
|
|
Utilized
|
(26,142
|
)
|
|
Foreign exchange
|
(5,569
|
)
|
|
Other
|
1,260
|
|
|
Balance at December 31, 2018
|
$
|
103,126
|
|
|
2019
|
|
|
2020
|
|
|
2021
|
|
|
2022
|
|
|
2023-27
|
|
|
Indefinite
|
|
||||||
The Netherlands
|
$
|
61,379
|
|
|
$
|
48,606
|
|
|
$
|
50,975
|
|
|
$
|
54,706
|
|
|
$
|
268,451
|
|
|
$
|
—
|
|
Slovenia
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,136
|
|
||||||
United Kingdom
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,063
|
|
||||||
Total
|
$
|
61,379
|
|
|
$
|
48,606
|
|
|
$
|
50,975
|
|
|
$
|
54,706
|
|
|
$
|
268,451
|
|
|
$
|
22,199
|
|
Balance at December 31, 2015
|
$
|
—
|
|
Increases for tax positions taken during a prior period
|
766
|
|
|
Increases for tax positions taken during a current period
|
159
|
|
|
Balance at December 31, 2016
|
925
|
|
|
Foreign exchange
|
127
|
|
|
Balance at December 31, 2017
|
1,052
|
|
|
Settlement
|
(1,077
|
)
|
|
Foreign exchange
|
25
|
|
|
Balance at December 31, 2018
|
$
|
—
|
|
|
For The Year Ended December 31,
|
||||||||||
|
2018
|
|
|
2017
|
|
|
2016
|
|
|||
|
|
|
(As adjusted)
|
|
|
|
|||||
Income / (loss) from continuing operations
|
$
|
97,065
|
|
|
$
|
51,063
|
|
|
$
|
(179,679
|
)
|
Net loss attributable to noncontrolling interests
|
79
|
|
|
341
|
|
|
306
|
|
|||
Less: preferred share accretion paid in kind (Note 12)
|
(4,777
|
)
|
|
(9,694
|
)
|
|
(13,701
|
)
|
|||
Less: income allocated to Series B Preferred Shares
|
(29,956
|
)
|
|
(16,994
|
)
|
|
—
|
|
|||
Income / (loss) from continuing operations available to common shareholders, net of noncontrolling interest
|
62,411
|
|
|
24,716
|
|
|
(193,074
|
)
|
|||
Income / (loss) from discontinued operations, net of tax (Note 3)
|
60,548
|
|
|
(1,636
|
)
|
|
(918
|
)
|
|||
Less: (income) / loss allocated to Series B Preferred Shares
|
(19,637
|
)
|
|
667
|
|
|
—
|
|
|||
Net income / (loss) attributable to CME Ltd. available to common shareholders — basic
|
103,322
|
|
|
23,747
|
|
|
(193,992
|
)
|
|||
|
|
|
|
|
|
||||||
Effect of dilutive securities
|
|
|
|
|
|
||||||
Dilutive effect of Series B Preferred Shares
|
3,653
|
|
|
3,829
|
|
|
—
|
|
|||
Net income / (loss) attributable to CME Ltd. available to common shareholders — diluted
|
$
|
106,975
|
|
|
$
|
27,576
|
|
|
$
|
(193,992
|
)
|
|
|
|
|
|
|
||||||
Weighted average outstanding shares of common stock — basic
(1)
|
230,562
|
|
|
155,846
|
|
|
151,017
|
|
|||
Dilutive effect of common stock warrants, employee stock options and RSUs
|
27,132
|
|
|
80,558
|
|
|
—
|
|
|||
Weighted average outstanding shares of common stock — diluted
|
257,694
|
|
|
236,404
|
|
|
151,017
|
|
|||
|
|
|
|
|
|
||||||
Net income / (loss) per share:
|
|
|
|
|
|
||||||
Continuing operations — basic
|
$
|
0.27
|
|
|
$
|
0.16
|
|
|
$
|
(1.28
|
)
|
Continuing operations — diluted
|
0.25
|
|
|
0.12
|
|
|
(1.28
|
)
|
|||
Discontinued operations — basic
|
0.18
|
|
|
(0.01
|
)
|
|
0.00
|
|
|||
Discontinued operations — diluted
|
0.17
|
|
|
0.00
|
|
|
0.00
|
|
|||
Attributable to CME Ltd. — basic
|
0.45
|
|
|
0.15
|
|
|
(1.28
|
)
|
|||
Attributable to CME Ltd. — diluted
|
0.42
|
|
|
0.12
|
|
|
(1.28
|
)
|
(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 rights of the Series A Preferred Share are considered substantially similar to that of our Class A common stock.
|
|
For The Year Ended December 31,
|
|||||||
|
2018
|
|
|
2017
|
|
|
2016
|
|
Employee stock options
|
—
|
|
|
—
|
|
|
2,011
|
|
RSUs
|
1,506
|
|
|
144
|
|
|
1,219
|
|
Series B Preferred Shares
|
—
|
|
|
—
|
|
|
105,167
|
|
Total
|
1,506
|
|
|
144
|
|
|
108,397
|
|
Net revenues:
|
For The Year Ended December 31,
|
||||||||||
|
2018
|
|
|
2017
|
|
|
2016
|
|
|||
Bulgaria
|
$
|
84,593
|
|
|
$
|
77,341
|
|
|
$
|
72,651
|
|
Czech Republic
|
233,991
|
|
|
209,041
|
|
|
190,372
|
|
|||
Romania
|
201,505
|
|
|
191,244
|
|
|
172,951
|
|
|||
Slovak Republic
|
106,834
|
|
|
97,721
|
|
|
90,549
|
|
|||
Slovenia
|
79,587
|
|
|
68,696
|
|
|
56,912
|
|
|||
Intersegment revenues
(1)
|
(2,604
|
)
|
|
(1,175
|
)
|
|
(429
|
)
|
|||
Total net revenues
|
$
|
703,906
|
|
|
$
|
642,868
|
|
|
$
|
583,006
|
|
(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,
|
||||||||||
|
2018
|
|
|
2017
|
|
|
2016
|
|
|||
Bulgaria
|
$
|
21,620
|
|
|
$
|
16,241
|
|
|
$
|
12,004
|
|
Czech Republic
|
94,576
|
|
|
82,652
|
|
|
76,466
|
|
|||
Romania
|
85,737
|
|
|
73,418
|
|
|
61,394
|
|
|||
Slovak Republic
|
27,941
|
|
|
23,845
|
|
|
15,598
|
|
|||
Slovenia
|
22,516
|
|
|
14,263
|
|
|
4,674
|
|
|||
Elimination
|
34
|
|
|
(3
|
)
|
|
25
|
|
|||
Total operating segments
|
252,424
|
|
|
210,416
|
|
|
170,161
|
|
|||
Corporate
|
(29,750
|
)
|
|
(30,649
|
)
|
|
(28,614
|
)
|
|||
Total OIBDA
|
222,674
|
|
|
179,767
|
|
|
141,547
|
|
|||
Depreciation of property, plant and equipment
|
(32,933
|
)
|
|
(31,261
|
)
|
|
(27,529
|
)
|
|||
Amortization of broadcast licenses and other intangibles
|
(9,002
|
)
|
|
(8,592
|
)
|
|
(8,270
|
)
|
|||
Other items
(1)
|
(3,152
|
)
|
|
—
|
|
|
—
|
|
|||
Operating income
|
177,587
|
|
|
139,914
|
|
|
105,748
|
|
|||
Interest expense (Note 15)
|
(49,106
|
)
|
|
(83,188
|
)
|
|
(126,378
|
)
|
|||
Loss on extinguishment of debt
|
(415
|
)
|
|
(101
|
)
|
|
(150,158
|
)
|
|||
Other non-operating (expense) / income, net (Note 16)
|
(3,173
|
)
|
|
16,942
|
|
|
(2,252
|
)
|
|||
Income / (loss) before tax
|
$
|
124,893
|
|
|
$
|
73,567
|
|
|
$
|
(173,040
|
)
|
(1)
|
Other items consists solely of expense related to the accelerated vesting of RSUs with performance conditions in accordance with the terms of the corresponding award agreement following the completion of sale of the Company's Croatian operations on such date. See
Note 17, "Stock-based Compensation"
.
|
Total assets:
(1)
|
December 31, 2018
|
|
|
December 31, 2017
|
|
||
Bulgaria
|
$
|
142,165
|
|
|
$
|
155,885
|
|
Czech Republic
|
771,286
|
|
|
842,716
|
|
||
Romania
|
297,937
|
|
|
307,286
|
|
||
Slovak Republic
|
146,252
|
|
|
149,866
|
|
||
Slovenia
|
89,440
|
|
|
88,158
|
|
||
Total operating segments
|
1,447,080
|
|
|
1,543,911
|
|
||
Corporate
|
41,281
|
|
|
24,451
|
|
||
Assets held for sale
|
—
|
|
|
59,693
|
|
||
Total assets
|
$
|
1,488,361
|
|
|
$
|
1,628,055
|
|
(1)
|
Segment assets exclude any intercompany balances.
|
Capital Expenditures:
|
For The Year Ended December 31,
|
||||||||||
|
2018
|
|
|
2017
|
|
|
2016
|
|
|||
Bulgaria
|
$
|
4,222
|
|
|
$
|
4,584
|
|
|
$
|
3,304
|
|
Czech Republic
|
9,012
|
|
|
10,449
|
|
|
8,043
|
|
|||
Romania
|
4,767
|
|
|
6,639
|
|
|
6,863
|
|
|||
Slovak Republic
|
1,601
|
|
|
1,963
|
|
|
1,693
|
|
|||
Slovenia
|
4,200
|
|
|
3,171
|
|
|
4,128
|
|
|||
Total operating segments
|
23,802
|
|
|
26,806
|
|
|
24,031
|
|
|||
Corporate
|
781
|
|
|
1,309
|
|
|
2,705
|
|
|||
Total capital expenditures
|
$
|
24,583
|
|
|
$
|
28,115
|
|
|
$
|
26,736
|
|
Long-lived assets:
(1)
|
December 31, 2018
|
|
|
December 31, 2017
|
|
||
Bulgaria
|
$
|
10,627
|
|
|
$
|
7,863
|
|
Czech Republic
|
39,314
|
|
|
46,146
|
|
||
Romania
|
33,368
|
|
|
28,515
|
|
||
Slovak Republic
|
16,376
|
|
|
17,450
|
|
||
Slovenia
|
15,955
|
|
|
15,701
|
|
||
Total operating segments
|
115,640
|
|
|
115,675
|
|
||
Corporate
|
1,964
|
|
|
3,674
|
|
||
Total long-lived assets
|
$
|
117,604
|
|
|
$
|
119,349
|
|
(1)
|
Reflects property, plant and equipment, net.
|
Consolidated revenue by type:
|
For The Year Ended December 31,
|
||||||||||
|
2018
|
|
|
2017
|
|
|
2016
|
|
|||
Television advertising
|
$
|
562,450
|
|
|
$
|
523,516
|
|
|
$
|
483,504
|
|
Carriage fees and subscriptions
|
113,746
|
|
|
95,823
|
|
|
76,045
|
|
|||
Other
|
27,710
|
|
|
23,529
|
|
|
23,457
|
|
|||
Total net revenues
|
$
|
703,906
|
|
|
$
|
642,868
|
|
|
$
|
583,006
|
|
|
Programming purchase obligations
|
|
|
Other commitments
(1)
|
|
|
Operating leases
|
|
|
Capital expenditures
|
|
||||
2019
|
$
|
23,574
|
|
|
$
|
12,614
|
|
|
$
|
2,732
|
|
|
$
|
503
|
|
2020
|
18,647
|
|
|
8,316
|
|
|
2,532
|
|
|
—
|
|
||||
2021
|
13,157
|
|
|
2,678
|
|
|
1,970
|
|
|
—
|
|
||||
2022
|
5,313
|
|
|
2,758
|
|
|
1,305
|
|
|
—
|
|
||||
2023
|
403
|
|
|
3,086
|
|
|
1,188
|
|
|
—
|
|
||||
2024 and thereafter
|
1,680
|
|
|
—
|
|
|
2,751
|
|
|
—
|
|
||||
Total
|
$
|
62,774
|
|
|
$
|
29,452
|
|
|
$
|
12,478
|
|
|
$
|
503
|
|
(1)
|
Other commitments are primarily comprised of digital transmission commitments.
|
|
For The Year Ended December 31,
|
||||||||||
|
2018
|
|
|
2017
|
|
|
2016
|
|
|||
Cost of revenues
|
$
|
22,609
|
|
|
$
|
22,373
|
|
|
$
|
19,244
|
|
Interest expense
|
31,867
|
|
|
62,501
|
|
|
103,253
|
|
|
December 31, 2018
|
|
|
December 31, 2017
|
|
||
Programming liabilities
|
$
|
12,171
|
|
|
$
|
21,189
|
|
Other accounts payable and accrued liabilities
|
292
|
|
|
252
|
|
||
Accrued interest payable
(1)
|
1,749
|
|
|
6,273
|
|
||
Other non-current liabilities
(2)
|
33,465
|
|
|
69,620
|
|
(1)
|
Amount represents accrued Guarantee Fees for which we have not yet paid. See
Note 5, "Long-term Debt and Other Financing Arrangements"
.
|
(2)
|
Amount represents Guarantee Fees for which we had previously made an election to pay in kind. The balance as at December 31, 2017 included the Commitment Fee which was paid on July 31, 2018. See
Note 5, "Long-term Debt and Other Financing Arrangements"
.
|
|
For the Year Ended December 31, 2018
|
||||||||||||||
|
First Quarter (Unaudited)
|
|
Second Quarter (Unaudited)
|
|
Third Quarter (Unaudited)
|
|
Fourth Quarter (Unaudited)
|
||||||||
Consolidated Statements of Operations and Comprehensive Income / Loss Data:
|
|
|
|
|
|
|
|
||||||||
Net revenues
|
$
|
156,709
|
|
|
$
|
181,908
|
|
|
$
|
137,038
|
|
|
$
|
228,251
|
|
Cost of revenues
|
103,670
|
|
|
104,997
|
|
|
84,588
|
|
|
114,850
|
|
||||
Operating income
|
24,581
|
|
|
50,017
|
|
|
22,197
|
|
|
80,792
|
|
||||
Income from continuing operations
|
6,756
|
|
|
23,675
|
|
|
10,609
|
|
|
56,025
|
|
||||
Income from discontinued operations, net of tax
|
316
|
|
|
2,350
|
|
|
57,882
|
|
|
—
|
|
||||
Net income
|
7,072
|
|
|
26,025
|
|
|
68,491
|
|
|
56,025
|
|
||||
Net income attributable to CME Ltd.
|
7,250
|
|
|
26,041
|
|
|
68,571
|
|
|
55,830
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net income per share:
|
|
|
|
|
|
|
|
||||||||
Continuing operations — basic
|
$
|
0.02
|
|
|
$
|
0.06
|
|
|
$
|
0.03
|
|
|
$
|
0.15
|
|
Continuing operations — diluted
|
0.01
|
|
|
0.06
|
|
|
0.03
|
|
|
0.15
|
|
||||
Discontinued operations — basic
|
0.00
|
|
|
0.01
|
|
|
0.15
|
|
|
—
|
|
||||
Discontinued operations — diluted
|
0.00
|
|
|
0.00
|
|
|
0.15
|
|
|
—
|
|
||||
Attributable to CME Ltd. — basic
|
0.02
|
|
|
0.07
|
|
|
0.18
|
|
|
0.15
|
|
||||
Attributable to CME Ltd. — diluted
|
0.01
|
|
|
0.06
|
|
|
0.18
|
|
|
0.15
|
|
|
For the Year Ended December 31, 2017
|
||||||||||||||
|
First Quarter (Unaudited)
|
|
Second Quarter (Unaudited)
|
|
Third Quarter (Unaudited)
|
|
Fourth Quarter (Unaudited)
|
||||||||
Consolidated Statements of Operations and Comprehensive Income / Loss Data:
|
|
|
|
|
|
|
|
||||||||
Net revenues
|
$
|
123,945
|
|
|
$
|
165,339
|
|
|
$
|
132,304
|
|
|
$
|
221,280
|
|
Cost of revenues
|
89,350
|
|
|
93,104
|
|
|
88,251
|
|
|
118,800
|
|
||||
Operating income
|
11,900
|
|
|
46,413
|
|
|
16,066
|
|
|
65,535
|
|
||||
(Loss) / income from continuing operations
|
(10,278
|
)
|
|
25,638
|
|
|
(5,007
|
)
|
|
40,710
|
|
||||
(Loss) / income from discontinued operations, net of tax
|
(996
|
)
|
|
2,160
|
|
|
(2,926
|
)
|
|
126
|
|
||||
Net (loss) / income
|
(11,274
|
)
|
|
27,798
|
|
|
(7,933
|
)
|
|
40,836
|
|
||||
Net (loss) / income attributable to CME Ltd.
|
(11,065
|
)
|
|
27,935
|
|
|
(7,745
|
)
|
|
40,643
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net (loss) / income per share (as adjusted):
|
|
|
|
|
|
|
|
||||||||
Continuing operations — basic
|
$
|
(0.08
|
)
|
|
$
|
0.09
|
|
|
$
|
(0.05
|
)
|
|
$
|
0.14
|
|
Continuing operations — diluted
|
(0.08
|
)
|
|
0.07
|
|
|
(0.05
|
)
|
|
0.11
|
|
||||
Discontinued operations — basic
|
(0.01
|
)
|
|
0.01
|
|
|
(0.02
|
)
|
|
0.00
|
|
||||
Discontinued operations — diluted
|
(0.01
|
)
|
|
0.00
|
|
|
(0.02
|
)
|
|
0.00
|
|
||||
Attributable to CME Ltd. — basic
|
(0.09
|
)
|
|
0.10
|
|
|
(0.07
|
)
|
|
0.14
|
|
||||
Attributable to CME Ltd. — diluted
|
(0.09
|
)
|
|
0.07
|
|
|
(0.07
|
)
|
|
0.11
|
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
(1)
|
There were
1,168,415
shares available for issuance under CME’s 2015 Stock Incentive Plan at
December 31, 2018
after reflecting both stock options and restricted stock units in column (a).
|
•
|
Report of Independent Registered Public Accounting Firm;
|
•
|
Consolidated Balance Sheets as of
December 31, 2018
and
2017
;
|
•
|
Consolidated Statements of Operations and Comprehensive Income / Loss for the years ended
December 31, 2018
,
2017
and
2016
;
|
•
|
Consolidated Statements of Equity for the years ended
December 31, 2018
,
2017
and
2016
;
|
•
|
Consolidated Statements of Cash Flows for the years ended
December 31, 2018
,
2017
and
2016
; 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*
|
|
|
|
|
|
3.05*
|
|
|
|
|
|
3.06*
|
|
|
|
|
|
3.07*
|
|
|
|
|
|
3.08*
|
|
|
|
|
|
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*
|
|
|
|
|
|
4.03*
|
|
|
|
|
|
4.04*
|
|
|
|
|
|
4.05*
|
|
|
|
|
|
4.06*
|
|
|
|
|
|
4.07*
|
|
|
|
|
|
4.08*
|
|
|
|
|
|
4.09*
|
|
|
|
|
|
10.01*+
|
|
|
|
|
|
10.02*+
|
|
|
|
|
|
10.03*+
|
|
|
|
|
|
Exhibit Number
|
|
Description
|
10.04*+
|
|
|
|
|
|
10.05*+
|
|
|
|
|
|
10.06*+
|
|
|
|
|
|
10.07*+
|
|
|
|
|
|
10.08*+
|
|
|
|
|
|
10.09*+
|
|
|
|
|
|
10.10*+
|
|
|
|
|
|
10.11+
|
|
|
|
|
|
10.12+
|
|
|
|
|
|
10.13*
|
|
|
|
|
|
10.14*
|
|
|
|
|
|
10.15*
|
|
|
|
|
|
10.16*
|
|
|
|
|
|
10.17*
|
|
|
|
|
|
10.18*
|
|
|
|
|
|
10.19*
|
|
|
|
|
|
10.20*
|
|
|
|
|
|
10.21*
|
|
|
|
|
|
10.22*
|
|
|
|
|
|
10.23*
|
|
|
|
|
|
Exhibit Number
|
|
Description
|
10.24*
|
|
|
|
|
|
10.25*
|
|
|
|
|
|
10.26*
|
|
|
|
|
|
10.27*
|
|
|
|
|
|
10.28*
|
|
|
|
|
|
10.29*
|
|
|
|
|
|
10.30*
|
|
|
|
|
|
10.31*
|
|
|
|
|
|
10.32*
|
|
|
|
|
|
10.33*
|
|
|
|
|
|
10.34*
|
|
|
|
|
|
10.35*
|
|
|
|
|
|
10.36*
|
|
|
|
|
|
10.37*
|
|
|
|
|
|
10.38*
|
|
|
|
|
|
10.39*
|
|
|
|
|
|
10.40*
|
|
Exhibit Number
|
|
Description
|
|
|
|
10.41*
|
|
|
|
|
|
10.42*
|
|
|
|
|
|
10.43*
|
|
|
|
|
|
10.44*
|
|
|
|
|
|
10.45*
|
|
|
|
|
|
10.46*
|
|
|
|
|
|
10.47*
|
|
|
|
|
|
10.48*
|
|
|
|
|
|
10.49*
|
|
|
|
|
|
10.50*
|
|
|
|
|
|
10.51*
|
|
|
|
|
|
10.52*
|
|
|
|
|
|
10.53*
|
|
|
|
|
|
10.54*
|
|
|
|
|
|
10.55*
|
|
|
|
|
|
10.56*
|
|
|
|
|
|
Exhibit Number
|
|
Description
|
10.57*
|
|
|
|
|
|
10.58*
|
|
|
|
|
|
10.59*+
|
|
|
|
|
|
10.60*+
|
|
|
|
|
|
10.61*+
|
|
|
|
|
|
10.62*+
|
|
|
|
|
|
10.63*+
|
|
|
|
|
|
10.64*+
|
|
|
|
|
|
21.01
|
|
|
|
|
|
23.01
|
|
|
|
|
|
24.01
|
|
|
|
|
|
31.01
|
|
|
|
|
|
31.02
|
|
|
|
|
|
31.03
|
|
|
|
|
|
32.01
|
|
|
|
|
|
99.01*
|
|
|
|
|
|
99.02*
|
|
|
|
|
|
99.03*
|
|
|
|
|
|
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
|
Exhibit Number
|
|
Description
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Label Linkbase Document
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Presentation Linkbase Document
|
|
|
Central European Media Enterprises Ltd.
|
Date:
|
February 6, 2019
|
/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 6, 2019
|
John K. Billock
|
|
|
|
|
|
|
|
|
|
/s/ Michael Del Nin
|
|
co-Chief Executive Officer
|
|
February 6, 2019
|
Michael Del Nin
|
|
(co-Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ Christoph Mainusch
|
|
co-Chief Executive Officer
|
|
February 6, 2019
|
Christoph Mainusch
|
|
(co-Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ David Sturgeon
|
|
Chief Financial Officer
|
|
February 6, 2019
|
David Sturgeon
|
|
(Principal Financial Officer and
Principal Accounting Officer)
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
February 6, 2019
|
Alfred W. Langer
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
February 6, 2019
|
Parm Sandhu
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
February 6, 2019
|
Kelli Turner
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
February 6, 2019
|
Trey Turner
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
February 6, 2019
|
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, 2015
|
$
|
8,630
|
|
|
$
|
109,480
|
|
Charged to costs and expenses
|
3,813
|
|
|
5,863
|
|
||
Deductions
(1)
|
(2,915
|
)
|
|
251
|
|
||
Foreign exchange
|
(299
|
)
|
|
(4,674
|
)
|
||
BALANCE December 31, 2016
|
9,229
|
|
|
110,920
|
|
||
Charged to costs and expenses
|
1,913
|
|
|
6,242
|
|
||
Deductions
(1)
|
(1,886
|
)
|
|
471
|
|
||
Foreign exchange
|
1,180
|
|
|
15,844
|
|
||
BALANCE December 31, 2017
|
10,436
|
|
|
133,477
|
|
||
Charged to costs and expenses
|
811
|
|
|
(26,042
|
)
|
||
Deductions
(1)
|
(1,079
|
)
|
|
1,260
|
|
||
Foreign exchange
|
(471
|
)
|
|
(5,569
|
)
|
||
BALANCE December 31, 2018
|
$
|
9,697
|
|
|
$
|
103,126
|
|
(1)
|
Charged to other accounts for the bad debt and credit note provision consist primarily of accounts receivable written off.
|
1.
|
Grant of Award
. The Company hereby grants to the Grantee as of the date hereof, in accordance with the terms of the Plan and subject to and upon the terms, conditions and restrictions of this Agreement, a “
Target
” award of [
●
] restricted stock units (the “
Performance Restricted Stock Units
”, “
PRSUs
” or the “
Award
”). Subject to the provisions of this Agreement, the total number of PRSUs that will vest as of any Vesting Date (as defined in Annex A) will be determined in accordance with the provisions of Annex A and is subject to the satisfaction of the performance vesting criteria set out in Annex A hereto and Grantee’s continuous employment with the Company or any of its Subsidiaries (“
Service
”) from the date hereof through the corresponding Vesting Date.
|
2.
|
Additional Vesting Provisions
.
|
(a)
|
Right to Award
. The actual vesting of any PRSUs will be determined based on the satisfaction of the performance vesting requirements in accordance with Annex A and with the applicable provisions of the Plan and this Agreement.
|
(b)
|
Termination of Service
. In the event the Grantee’s Service ceases for any reason (other than as provided in Section 2(c) below or Annex B), Performance Restricted Stock Units that have not previously vested prior to such cessation of Service shall immediately be forfeited to the Company without payment of any consideration for the Performance Restricted Stock Units, and the Grantee will have no further right, title or interest in or to such Performance Restricted Stock Units or the underlying shares.
|
(c)
|
Death or Disability
. In the event the Grantee’s Service ceases due to the Grantee’s death or termination by the Company due to disability, the performance restrictions on the Target amount of Performance Restricted Stock Units that have not previously vested shall lapse and such Performance Restricted Stock Units shall become fully vested upon such cessation. For purposes of this Agreement, “disability” means the Grantee’s inability to perform the duties and responsibilities required of the Grantee by reason of a physical or mental disability or infirmity which has continued for more than one hundred and twenty (120) consecutive calendar days in any twelve (12) consecutive month period, as determined by the Committee.
|
(d)
|
Additional Vesting Events
. Notwithstanding any other provision of this Agreement or the Plan, Awards of Performance Restricted Stock Units that have not previously vested will vest in accordance with the provisions of Annex B in connection with a Change of Control, a Delisting Event, an LTIP Disposition Event or a Qualifying Termination Event (in each case as defined in Annex B).
|
3.
|
Settlement of the Award; Delivery of Shares
.
|
(a)
|
Delivery of Shares
. Subject to Sections 5, 7 and 8, the Company shall issue shares of Class A Common Stock within sixty (60) days following the vesting of the Award or portion thereof.
|
(b)
|
Book-entry Settlement
. Upon issuance of shares of Class A Common Stock, the Company shall name the Grantee as the registered holder of such shares in the Company’s share register.
|
4.
|
Adjustments for Changes in Capitalization
. In the event the Committee makes any adjustment to the Performance Restricted Stock Units underlying the Award pursuant to the Plan following a change of capitalization, any additional Performance Restricted Stock Units or other property that become subject to the Award will, unless otherwise determined by the Committee, be subject to the same forfeiture restrictions, delivery requirements and other provisions of this Agreement applicable to Performance Restricted Stock Units underlying this Award. No fractional shares or rights to fractional shares of Class A Common Stock will be created or issued. Any fraction of a share will be rounded down to the nearest whole share.
|
5.
|
Withholding Taxes
. Grantee acknowledges that Grantee may be liable for taxes assessed and/or withheld on the Award pursuant to applicable federal, state, national or local law under the applicable laws of the jurisdiction where the Grantee is resident or may otherwise be applicable to the Grantee in respect of the Performance Restricted Stock Units or the issuance of shares of Class A Common Stock underlying the Performance Restricted Stock Units.
|
(a)
|
Amount of Withholding Taxes
. 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 of (i) the estimated amount of any federal, state, national, local income and employment taxes and social, health or national insurance (collectively, “
Taxes
”) which the Company determines will be owed by the Grantee, by reason of the vesting and/or settlement of the Award and (ii) the amount, if any, that the Company or any of its Subsidiaries will be required to withhold from the Grantee by reason of such vesting and/or settlement.
|
(b)
|
Payment of Withholding Taxes
. The Grantee may satisfy its obligation in respect of withholding Taxes: (a) by paying to the Company in cash an amount equal to the withholding Taxes no later than the date of settlement of the Award; or (b) subject to compliance with applicable law and the Company’s Insider Trading Policy, by delivering to the Company an instruction to a broker approved by the Company providing for the assignment of the proceeds from the sale of some or all of the shares of Class A Common Stock to be received on the settlement of an Award. The Company may withhold amounts from any compensation otherwise payable to the Grantee by the Company or any of its Subsidiaries, and the Grantee hereby authorizes the withholding from compensation payable to Grantee, any amounts required to satisfy the federal, state, national or local withholding Tax obligations of the Company or any of its Subsidiaries in connection with the Award. The Company shall not be required to deliver any shares of Class A Common Stock if it has not received satisfactory evidence of payment of all withholding Taxes.
|
(c)
|
Satisfying Withholding Tax Obligations with Shares
. The Company may, in the discretion of the Committee, permit the Grantee to satisfy all or any portion of the Company’s or any of its Subsidiaries’ obligations for withholding Taxes in respect of an Award by deducting from the shares of Class A Common Stock the Grantee would otherwise receive a number of shares having a fair market value equal to the amount of withholding Taxes that are payable (using the maximum statutory rates of withholding for purposes of determining such amount). The Grantee agrees that delivery of a number of shares of Class A Common Stock net of the amount deducted for purposes of satisfying withholding Tax obligations shall be full settlement of the Award for all purposes.
|
6.
|
Non Transferability.
The Grantee shall not sell, assign, exchange, transfer (other than by will or the laws of descent or distribution), pledge, charge, hypothecate or otherwise dispose of or encumber the Award or the Performance Restricted Stock Units.
|
7.
|
Rights as a Shareholder
. Neither the Grantee nor the Grantee’s representative shall have any rights as a shareholder with respect to any shares of Class A Common Stock underlying any Performance Restricted Stock Units until such Award or any 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 Performance Restricted Stock Units in a manner consistent with the terms thereof and hereof (including, but not limited to, determining, in is sole and absolute discretion, whether any Performance Restricted Stock Units have vested and whether any unvested Performance Restricted Stock Units of the Grantee may be accelerated and the corresponding Vesting Date thereof). Each determination, interpretation or other action made or taken pursuant to the provisions of this Agreement by the Committee shall be final and conclusive for all purposes and shall be binding upon all persons, including, without limitation, the Company and the Grantee, and the Grantee’s respective successors and assigns.
|
12.
|
Incentive Compensation Recoupment Policy
. The Award and the underlying Performance Restricted Stock Units are subject to recoupment in accordance with the Company’s Incentive Compensation Recoupment Policy in effect from time to time.
|
13.
|
Section 409A of the Code
. It is intended that the Performance Restricted Stock Units are exempt from Sections 409A and 457A of the U.S. Internal Revenue Code of 1986 (as amended, the “
Code
”) pursuant to the “short-term deferral” rule applicable to each such section, as set forth in the regulations or other guidance published thereunder. Notwithstanding the foregoing, the Grantee shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on the Grantee in connection with the Award (including any taxes and penalties under Sections 409A and 457A of the Code), and neither the Company nor any of its Subsidiaries shall have any obligation to indemnify or otherwise hold the Grantee harmless from any or all of such taxes or penalties.
|
14.
|
Acceptance of Award; Electronic Delivery
. The grant of Performance Restricted Stock Units evidenced by this Agreement shall be forfeited for no consideration if this Agreement is not accepted by the Grantee by executing and returning a copy of this Agreement to the Company within ninety (90) days of the date hereof. 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 branch offices of CME Media Services Limited, and to the Grantee at the address appearing in the personnel 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.
|
|
|
|
|
|
|
|
|
|
|
CENTRAL EUROPEAN MEDIA ENTERPRISES LTD.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
|
|
|
|
|
Name:
|
|
|
|
|
|
Title:
|
|
|
|
|
|
|
|
|
|
|
GRANTEE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Signed:
|
|
|
|
|
|
|
[●]
|
|
|
|
|
|
|
|
1.
|
For purposes of this Agreement, the following definitions shall apply:
|
2.
|
Subject to Sections 2(b), (c) and (d) of this Agreement and the receipt of Confirmation, the Award will become vested on March 1, 2023 (the “
Final
Vesting Date
”) as follows:
|
a.
|
200% of the Target OIBDA Award will vest if the Company has achieved the Target OIBDA Maximum;
|
b.
|
200% of the Target FCF Award will vest if the Company has achieved the Target FCF Maximum;
|
c.
|
100% of the Target OIBDA Award will vest if the Company has achieved Target OIBDA;
|
d.
|
100% of the Target FCF Award will vest if the Company has achieved the Target FCF;
|
e.
|
50% the Target OIBDA Award will vest if the Company has achieved the Target OIBDA Minimum;
|
f.
|
50% of the Target FCF Award will vest if the Company has achieved the Target FCF Minimum;
|
g.
|
0% of the Target OIBDA Award will vest on the Final Vesting Date if the Company has achieved less than the Target OIBDA Minimum; and
|
h.
|
0% of the Target FCF Award will vest on the Final Vesting Date if the Company has achieved less than the Target FCF Minimum;
|
3.
|
Subject to Sections 2(b), (c) and (d) of this Agreement and receipt of Confirmation and notwithstanding anything to the contrary herein, an amount of 25% of Target (representing [
●
] PRSUs) will vest on March 1, 2021 (the “
Second Anniversary Early Vesting Date
”) if and only to the extent the Company has achieved both (i) the Second Anniversary Target OIBDA and (ii) the Second Anniversary Target FCF.
|
4.
|
Subject to Sections 2(b), (c) and (d) of this Agreement and receipt of Confirmation and notwithstanding anything to the contrary herein, 25% of Target (representing [
●
] PRSUs) will vest on March 1, 2022 (the “
Third Anniversary Early Vesting Date
”) if and only to the extent the Company has achieved both (i) the Third Anniversary Target OIBDA and (ii) the Third Anniversary Target FCF.
|
5.
|
In the event 25% of Target (representing [
●
] PRSUs) becomes vested on the Second Anniversary Early Vesting Date pursuant to clause 3 above, then the Total Award shall be reduced by such number of PRSUs, provided, that the Total Award is not less than zero. In the event 25% of Target (representing [
●
] PRSUs) is vested on the Third Anniversary Early Vesting Date pursuant to clause 4 above, then the Total Award shall be reduced by such number of PRSUs, provided, that the Total Award is not less than zero. For the avoidance of doubt, any PRSUs that vest on the Second Anniversary Early Vesting Date or the Third Anniversary Early Vesting Date will not be affected or subject to adjustment based on the size of the Total Award.
|
6.
|
Any PRSUs that do not vest as of the Final Vesting Date and which have not previously been forfeited pursuant to the terms of this Agreement will automatically terminate as of the Final Vesting Date and shall immediately be forfeited to the Company without payment of any consideration for the PRSUs, and the Grantee will have no further right, title or interest in or to such PRSUs or the underlying shares of Class A Common Stock.
|
7.
|
In the event of a financing or corporate transaction that has a material impact on OIBDA or FCF that is not contemplated in the Company’s 2019 budget, the Compensation Committee may determine in its sole discretion in good faith a reasonable adjustment to the cumulative OIBDA or the cumulative FCF for any applicable Performance Period.
|
1.
|
For purposes of this Agreement, the following definitions shall apply:
|
2.
|
In the event of a Change of Control, the performance conditions for awards of Performance Restricted Stock Units that have not previously vested will lapse and an amount of PRSUs equal to (i) the number of PRSUs determined in accordance with clause 2 of Annex A based on a performance level that would result from (A) the sum of the actual OIBDA for each fiscal year of the Four-Year Performance Period completed prior to the Change of Control and the amount of Target OIBDA for each fiscal year of the Four-Year Performance Period that was not completed prior to the Change of Control,
plus
(B) the sum of the actual FCF for each fiscal year of the Four-Year Performance Period completed prior to the Change of Control and the amount of Target FCF for each fiscal year of the Four-Year Performance Period that was not completed prior to the Change of Control,
minus
(ii) the amount of PRSUs that have vested on the Second Anniversary Early Vesting Date and the Third Anniversary Early Vesting Date, if either has occurred prior to the Change of Control, will fully vest immediately prior to such Change of Control.
|
3.
|
In the event of a Time Warner Transaction and the Company continues to be publicly traded with its shares of Class A common stock listed on the NASDAQ Global Market, the PRSUs granted hereunder will continue to vest in accordance with the performance conditions set out in Annex A until the earliest to occur of (i) the Final Vesting Date, (ii) a Qualifying Termination Event, (iii) a Delisting Event, or (iv) an LTIP Disposition Event.
|
4.
|
In connection with a Qualifying Termination Event, the performance conditions for awards of Performance Restricted Stock Units that have not previously vested will lapse and an amount of PRSUs equal to (i) the number of PRSUs determined in accordance with clause 2 of Annex A based on a performance level that would result from (A) the sum of the actual OIBDA for each fiscal year of the Four-Year Performance Period completed prior to such Qualifying Termination Event and the amount of Target OIBDA for each fiscal year of the Four-Year Performance Period that was not completed prior to the Qualifying Termination Event,
plus
(B) the sum of the actual FCF for each fiscal year of the Four-Year Performance Period completed prior to the Qualifying Termination Event and the amount of Target FCF for each fiscal year of the Four-Year Performance Period that was not completed prior to the Qualifying Termination Event,
minus
(ii) the amount of PRSUs that have vested on the Second Anniversary Early Vesting Date and the Third Anniversary Early Vesting Date (if any) will fully vest immediately prior to such Qualifying Termination Event.
|
5.
|
In connection with a Delisting Event or an LTIP Disposition Event, the performance conditions for awards of Performance Restricted Stock Units that have not previously vested will lapse and an amount of PRSUS equal to (i) the number of PRSUs determined in accordance with clause 2 of Annex A based on a performance level that would result from (A) the sum of the actual OIBDA for each fiscal year of the Four-Year Performance Period completed prior to such Delisting Event or LTIP Disposition Event and the amount of Target OIBDA for each fiscal year of the Four-Year Performance Period that was not completed prior to such Delisting Event or LTIP Disposition Event,
plus
(B) the sum of the actual FCF for each fiscal year of the Four-Year Performance Period completed prior to such Delisting Event or LTIP Disposition Event and the amount of Target FCF for each fiscal year of the Four-Year Performance Period that was not completed prior to such Delisting Event or LTIP Disposition Event,
minus
(ii) the amount of PRSUs that have vested on the Second Anniversary Early Vesting Date and the Third Anniversary Early Vesting Date (if any) will fully vest immediately prior to such Delisting Event or LTIP Disposition Event.
|
1.
|
Grant of Award
. The Company hereby grants to the Grantee as of the date hereof, in accordance with the terms of the Plan and subject to and upon the terms, conditions and restrictions of this Agreement, a “
Target
” award of [
●
] restricted stock units (the “
Performance Restricted Stock Units
”, “
PRSUs
” or the “
Award
”). Subject to the provisions of this Agreement, the total number of PRSUs that will vest as of any Vesting Date (as defined in Annex A) will be determined in accordance with the provisions of Annex A and is subject to the satisfaction of the performance vesting criteria set out in Annex A hereto and Grantee’s continuous employment with the Company or any of its Subsidiaries (“
Service
”) from the date hereof through the corresponding Vesting Date.
|
2.
|
Additional Vesting Provisions
.
|
(a)
|
Right to Award
. The actual vesting of any PRSUs will be determined based on the satisfaction of the performance vesting requirements in accordance with Annex A and with the applicable provisions of the Plan and this Agreement.
|
(b)
|
Termination of Service
. In the event the Grantee’s Service ceases for any reason (other than as provided in Section 2(c) below or Annex B), Performance Restricted Stock Units that have not previously vested prior to such cessation of Service shall immediately be forfeited to the Company without payment of any consideration for the Performance Restricted Stock Units, and the Grantee will have no further right, title or interest in or to such Performance Restricted Stock Units or the underlying shares.
|
(c)
|
Death or Disability
. In the event the Grantee’s Service ceases due to the Grantee’s death or termination by the Company due to disability, the performance restrictions on the Target amount of Performance Restricted Stock Units that have not previously vested shall lapse and such Performance Restricted Stock Units shall become fully vested upon such cessation. For purposes of this Agreement, “disability” means the Grantee’s inability to perform the duties and responsibilities required of the Grantee by reason of a physical or mental disability or infirmity which has continued for more than one hundred and twenty (120) consecutive calendar days in any twelve (12) consecutive month period, as determined by the Committee.
|
(d)
|
Additional Vesting Events
. Notwithstanding any other provision of this Agreement or the Plan, Awards of Performance Restricted Stock Units that have not previously vested will vest in accordance with the provisions of Annex B in connection with a Change of Control, a Delisting Event, an LTIP Disposition Event or a Qualifying Termination Event (in each case as defined in Annex B).
|
3.
|
Settlement of the Award; Delivery of Shares
.
|
(a)
|
Delivery of Shares
. Subject to Sections 5, 7 and 8, the Company shall issue shares of Class A Common Stock within sixty (60) days following the vesting of the Award or portion thereof.
|
(b)
|
Book-entry Settlement
. Upon issuance of shares of Class A Common Stock, the Company shall name the Grantee as the registered holder of such shares in the Company’s share register.
|
4.
|
Adjustments for Changes in Capitalization
. In the event the Committee makes any adjustment to the Performance Restricted Stock Units underlying the Award pursuant to the Plan following a change of capitalization, any additional Performance Restricted Stock Units or other property that become subject to the Award will, unless otherwise determined by the Committee, be subject to the same forfeiture restrictions, delivery requirements and other provisions of this Agreement applicable to Performance Restricted Stock Units underlying this Award. No fractional shares or rights to fractional shares of Class A Common Stock will be created or issued. Any fraction of a share will be rounded down to the nearest whole share.
|
5.
|
Withholding Taxes
. Grantee acknowledges that Grantee may be liable for taxes assessed and/or withheld on the Award pursuant to applicable federal, state, national or local law under the applicable laws of the jurisdiction where the Grantee is resident or may otherwise be applicable to the Grantee in respect of the Performance Restricted Stock Units or the issuance of shares of Class A Common Stock underlying the Performance Restricted Stock Units.
|
(a)
|
Amount of Withholding Taxes
. 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 of (i) the estimated amount of any federal, state, national, local income and employment taxes and social, health or national insurance (collectively, “
Taxes
”) which the Company determines will be owed by the Grantee, by reason of the vesting and/or settlement of the Award and (ii) the amount, if any, that the Company or any of its Subsidiaries will be required to withhold from the Grantee by reason of such vesting and/or settlement.
|
(b)
|
Payment of Withholding Taxes
. The Grantee may satisfy its obligation in respect of withholding Taxes: (a) by paying to the Company in cash an amount equal to the withholding Taxes no later than the date of settlement of the Award; or (b) subject to compliance with applicable law and the Company’s Insider Trading Policy, by delivering to the Company an instruction to a broker approved by the Company providing for the assignment of the proceeds from the sale of some or all of the shares of Class A Common Stock to be received on the settlement of an Award. The Company may withhold amounts from any compensation otherwise payable to the Grantee by the Company or any of its Subsidiaries, and the Grantee hereby authorizes the withholding from compensation payable to Grantee, any amounts required to satisfy the federal, state, national or local withholding Tax obligations of the Company or any of its Subsidiaries in connection with the Award. The Company shall not be required to deliver any shares of Class A Common Stock if it has not received satisfactory evidence of payment of all withholding Taxes.
|
(c)
|
Satisfying Withholding Tax Obligations with Shares
. The Company may, in the discretion of the Committee, permit the Grantee to satisfy all or any portion of the Company’s or any of its Subsidiaries’ obligations for withholding Taxes in respect of an Award by deducting from the shares of Class A Common Stock the Grantee would otherwise receive a number of shares having a fair market value equal to the amount of withholding Taxes that are payable (using the maximum statutory rates of withholding for purposes of determining such amount). The Grantee agrees that delivery of a number of shares of Class A Common Stock net of the amount deducted for purposes of satisfying withholding Tax obligations shall be full settlement of the Award for all purposes.
|
6.
|
Non Transferability.
The Grantee shall not sell, assign, exchange, transfer (other than by will or the laws of descent or distribution), pledge, charge, hypothecate or otherwise dispose of or encumber the Award or the Performance Restricted Stock Units.
|
7.
|
Rights as a Shareholder
. Neither the Grantee nor the Grantee’s representative shall have any rights as a shareholder with respect to any shares of Class A Common Stock underlying any Performance Restricted Stock Units until such Award or any 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 Performance Restricted Stock Units in a manner consistent with the terms thereof and hereof (including, but not limited to, determining, in is sole and absolute discretion, whether any Performance Restricted Stock Units have vested and whether any unvested Performance Restricted Stock Units of the Grantee may be accelerated and the corresponding Vesting Date thereof). Each determination, interpretation or other action made or taken pursuant to the provisions of this Agreement by the Committee shall be final and conclusive for all purposes and shall be binding upon all persons, including, without limitation, the Company and the Grantee, and the Grantee’s respective successors and assigns.
|
12.
|
Incentive Compensation Recoupment Policy
. The Award and the underlying Performance Restricted Stock Units are subject to recoupment in accordance with the Company’s Incentive Compensation Recoupment Policy in effect from time to time.
|
13.
|
Section 409A of the Code
. It is intended that the Performance Restricted Stock Units are exempt from Sections 409A and 457A of the U.S. Internal Revenue Code of 1986 (as amended, the “
Code
”) pursuant to the “short-term deferral” rule applicable to each such section, as set forth in the regulations or other guidance published thereunder. Notwithstanding the foregoing, the Grantee shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on the Grantee in connection with the Award (including any taxes and penalties under Sections 409A and 457A of the Code), and neither the Company nor any of its Subsidiaries shall have any obligation to indemnify or otherwise hold the Grantee harmless from any or all of such taxes or penalties.
|
14.
|
Acceptance of Award; Electronic Delivery
. The grant of Performance Restricted Stock Units evidenced by this Agreement shall be forfeited for no consideration if this Agreement is not accepted by the Grantee by executing and returning a copy of this Agreement to the Company within ninety (90) days of the date hereof. 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 branch offices of CME Media Services Limited, and to the Grantee at the address appearing in the personnel 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.
|
|
|
|
|
|
|
|
|
|
|
CENTRAL EUROPEAN MEDIA ENTERPRISES LTD.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
|
|
|
|
|
Name:
|
|
|
|
|
|
Title:
|
|
|
|
|
|
|
|
|
|
|
GRANTEE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Signed:
|
|
|
|
|
|
|
[●]
|
|
|
|
|
|
|
|
1.
|
For purposes of this Agreement, the following definitions shall apply:
|
2.
|
Subject to Sections 2(b), (c) and (d) of this Agreement and the receipt of Confirmation, the Award will become vested on March 1, 2023 (the “
Final
Vesting Date
”) as follows:
|
a.
|
200% of the Target OIBDA Award will vest if the Company has achieved the Target OIBDA Maximum;
|
b.
|
200% of the Target FCF Award will vest if the Company has achieved the Target FCF Maximum;
|
c.
|
100% of the Target OIBDA Award will vest if the Company has achieved Target OIBDA;
|
d.
|
100% of the Target FCF Award will vest if the Company has achieved the Target FCF;
|
e.
|
50% the Target OIBDA Award will vest if the Company has achieved the Target OIBDA Minimum;
|
f.
|
50% of the Target FCF Award will vest if the Company has achieved the Target FCF Minimum;
|
g.
|
0% of the Target OIBDA Award will vest on the Final Vesting Date if the Company has achieved less than the Target OIBDA Minimum; and
|
h.
|
0% of the Target FCF Award will vest on the Final Vesting Date if the Company has achieved less than the Target FCF Minimum;
|
3.
|
Subject to Sections 2(b), (c) and (d) of this Agreement and receipt of Confirmation and notwithstanding anything to the contrary herein, an amount of 25% of Target (representing [
●
] PRSUs) will vest on March 1, 2021 (the “
Second Anniversary Early Vesting Date
”) if and only to the extent the Company has achieved both (i) the Second Anniversary Target OIBDA and (ii) the Second Anniversary Target FCF.
|
4.
|
Subject to Sections 2(b), (c) and (d) of this Agreement and receipt of Confirmation and notwithstanding anything to the contrary herein, 25% of Target (representing [
●
] PRSUs) will vest on March 1, 2022 (the “
Third Anniversary Early Vesting Date
”) if and only to the extent the Company has achieved both (i) the Third Anniversary Target OIBDA and (ii) the Third Anniversary Target FCF.
|
5.
|
In the event 25% of Target (representing [
●
] PRSUs) becomes vested on the Second Anniversary Early Vesting Date pursuant to clause 3 above, then the Total Award shall be reduced by such number of PRSUs, provided, that the Total Award is not less than zero. In the event 25% of Target (representing [
●
] PRSUs) is vested on the Third Anniversary Early Vesting Date pursuant to clause 4 above, then the Total Award shall be reduced by such number of PRSUs, provided, that the Total Award is not less than zero. For the avoidance of doubt, any PRSUs that vest on the Second Anniversary Early Vesting Date or the Third Anniversary Early Vesting Date will not be affected or subject to adjustment based on the size of the Total Award.
|
6.
|
Any PRSUs that do not vest as of the Final Vesting Date and which have not previously been forfeited pursuant to the terms of this Agreement will automatically terminate as of the Final Vesting Date and shall immediately be forfeited to the Company without payment of any consideration for the PRSUs, and the Grantee will have no further right, title or interest in or to such PRSUs or the underlying shares of Class A Common Stock.
|
7.
|
In the event of a financing or corporate transaction that has a material impact on OIBDA or FCF that is not contemplated in the Company’s 2019 budget, the Compensation Committee may determine in its sole discretion in good faith a reasonable adjustment to the cumulative OIBDA or the cumulative FCF for any applicable Performance Period.
|
1.
|
For purposes of this Agreement, the following definitions shall apply:
|
2.
|
In the event of a Change of Control, the performance conditions for awards of Performance Restricted Stock Units that have not previously vested will lapse and an amount of PRSUs equal to (i) the number of PRSUs determined in accordance with clause 2 of Annex A based on a performance level that would result from (A) the sum of the actual OIBDA for each fiscal year of the Four-Year Performance Period completed prior to the Change of Control and the amount of Target OIBDA for each fiscal year of the Four-Year Performance Period that was not completed prior to the Change of Control,
plus
(B) the sum of the actual FCF for each fiscal year of the Four-Year Performance Period completed prior to the Change of Control and the amount of Target FCF for each fiscal year of the Four-Year Performance Period that was not completed prior to the Change of Control,
minus
(ii) the amount of PRSUs that have vested on the Second Anniversary Early Vesting Date and the Third Anniversary Early Vesting Date, if either has occurred prior to the Change of Control, will fully vest immediately prior to such Change of Control.
|
3.
|
In the event of a Time Warner Transaction and the Company continues to be publicly traded with its shares of Class A common stock listed on the NASDAQ Global Market, the PRSUs granted hereunder will continue to vest in accordance with the performance conditions set out in Annex A until the earliest to occur of (i) the Final Vesting Date, (ii) a Qualifying Termination Event, (iii) a Delisting Event, or (iv) an LTIP Disposition Event.
|
4.
|
In connection with a Qualifying Termination Event, the performance conditions for awards of Performance Restricted Stock Units that have not previously vested will lapse and an amount of PRSUs equal to (i) the number of PRSUs determined in accordance with clause 2 of Annex A based on a performance level that would result from (A) the sum of the actual OIBDA for each fiscal year of the Four-Year Performance Period completed prior to such Qualifying Termination Event and the amount of Target OIBDA for each fiscal year of the Four-Year Performance Period that was not completed prior to the Qualifying Termination Event,
plus
(B) the sum of the actual FCF for each fiscal year of the Four-Year Performance Period completed prior to the Qualifying Termination Event and the amount of Target FCF for each fiscal year of the Four-Year Performance Period that was not completed prior to the Qualifying Termination Event,
minus
(ii) the amount of PRSUs that have vested on the Second Anniversary Early Vesting Date and the Third Anniversary Early Vesting Date (if any) will fully vest immediately prior to such Qualifying Termination Event.
|
5.
|
In connection with a Delisting Event or an LTIP Disposition Event, the performance conditions for awards of Performance Restricted Stock Units that have not previously vested will lapse and an amount of PRSUS equal to (i) the number of PRSUs determined in accordance with clause 2 of Annex A based on a performance level that would result from (A) the sum of the actual OIBDA for each fiscal year of the Four-Year Performance Period completed prior to such Delisting Event or LTIP Disposition Event and the amount of Target OIBDA for each fiscal year of the Four-Year Performance Period that was not completed prior to such Delisting Event or LTIP Disposition Event,
plus
(B) the sum of the actual FCF for each fiscal year of the Four-Year Performance Period completed prior to such Delisting Event or LTIP Disposition Event and the amount of Target FCF for each fiscal year of the Four-Year Performance Period that was not completed prior to such Delisting Event or LTIP Disposition Event,
minus
(ii) the amount of PRSUs that have vested on the Second Anniversary Early Vesting Date and the Third Anniversary Early Vesting Date (if any) will fully vest immediately prior to such Delisting Event or LTIP 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
|
TV NOVA 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
|
PRO 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
|
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 6, 2019
|
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 6, 2019
|
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;
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4.
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The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any changes in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report), that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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/s/ 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 6, 2019
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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
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Michael Del Nin
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Christoph Mainusch
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David Sturgeon
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co-Chief Executive Officer
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co-Chief Executive Officer
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Chief Financial Officer
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(co-Principal Executive Officer)
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(co-Principal Executive Officer)
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(Principal Financial Officer)
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February 6, 2019
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February 6, 2019
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February 6, 2019
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