|
|
|
|
|
|
|
|
BERMUDA
|
|
98-0438382
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
|
|
|
O'Hara House, 3 Bermudiana Road, Hamilton, Bermuda
|
|
HM 08
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Class A Common Stock, par value $0.08
|
CETV
|
NASDAQ Global Select Market
|
Large accelerated filer
£
|
Accelerated filer
T
|
Non-accelerated filer
£
|
Smaller reporting company
£
|
|
|
|
Emerging growth company
£
|
Class
|
Outstanding as of April 26, 2019
|
Class A Common Stock, par value $0.08
|
253,279,975
|
|
|
|
|
|
Page
|
||
Part I Financial Information
|
|
||
|
|||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|||
|
|||
|
|||
Part II Other Information
|
|
||
|
|||
|
|||
|
|||
|
March 31, 2019
|
|
|
December 31, 2018
|
|
||
ASSETS
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
80,032
|
|
|
$
|
62,031
|
|
Accounts receivable, net (Note 6)
|
153,822
|
|
|
193,371
|
|
||
Program rights, net (Note 5)
|
74,648
|
|
|
77,624
|
|
||
Other current assets (Note 7)
|
34,628
|
|
|
41,067
|
|
||
Total current assets
|
343,130
|
|
|
374,093
|
|
||
Non-current assets
|
|
|
|
|
|
||
Property, plant and equipment, net (Note 8)
|
110,347
|
|
|
117,604
|
|
||
Program rights, net (Note 5)
|
175,993
|
|
|
171,871
|
|
||
Goodwill (Note 3)
|
660,461
|
|
|
676,333
|
|
||
Other intangible assets, net (Note 3)
|
131,771
|
|
|
136,052
|
|
||
Other non-current assets (Note 7)
|
23,967
|
|
|
12,408
|
|
||
Total non-current assets
|
1,102,539
|
|
|
1,114,268
|
|
||
Total assets
|
$
|
1,445,669
|
|
|
$
|
1,488,361
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Accounts payable and accrued liabilities (Note 9)
|
$
|
127,222
|
|
|
$
|
120,468
|
|
Current portion of long-term debt and other financing arrangements (Note 4)
|
5,802
|
|
|
5,545
|
|
||
Other current liabilities (Note 10)
|
38,453
|
|
|
13,679
|
|
||
Total current liabilities
|
171,477
|
|
|
139,692
|
|
||
Non-current liabilities
|
|
|
|
|
|
||
Long-term debt and other financing arrangements (Note 4)
|
700,694
|
|
|
782,685
|
|
||
Other non-current liabilities (Note 10)
|
81,526
|
|
|
67,293
|
|
||
Total non-current liabilities
|
782,220
|
|
|
849,978
|
|
||
Commitments and contingencies (Note 20)
|
|
|
|
|
|
||
TEMPORARY EQUITY
|
|
|
|
||||
200,000 shares of Series B Convertible Redeemable Preferred Stock of $0.08 each (December 31, 2018 - 200,000) (Note 13)
|
269,370
|
|
|
269,370
|
|
||
EQUITY
|
|
|
|
|
|||
CME Ltd. shareholders’ equity (Note 14):
|
|
|
|
|
|||
One share of Series A Convertible Preferred Stock of $0.08 each (December 31, 2018 – one)
|
—
|
|
|
—
|
|
||
253,279,975 shares of Class A Common Stock of $0.08 each (December 31, 2018 – 252,853,554)
|
20,262
|
|
|
20,228
|
|
||
Nil shares of Class B Common Stock of $0.08 each (December 31, 2018 – nil)
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
2,004,188
|
|
|
2,003,518
|
|
||
Accumulated deficit
|
(1,566,318
|
)
|
|
(1,578,076
|
)
|
||
Accumulated other comprehensive loss
|
(235,961
|
)
|
|
(216,650
|
)
|
||
Total CME Ltd. shareholders’ equity
|
222,171
|
|
|
229,020
|
|
||
Noncontrolling interests
|
431
|
|
|
301
|
|
||
Total equity
|
222,602
|
|
|
229,321
|
|
||
Total liabilities and equity
|
$
|
1,445,669
|
|
|
$
|
1,488,361
|
|
|
For the Three Months Ended March 31,
|
||||||
|
2019
|
|
|
2018
|
|
||
Net revenues
|
$
|
146,559
|
|
|
$
|
156,709
|
|
Operating expenses:
|
|
|
|
||||
Content costs
|
70,360
|
|
|
78,460
|
|
||
Other operating costs
|
13,248
|
|
|
14,467
|
|
||
Depreciation of property, plant and equipment
|
8,226
|
|
|
8,387
|
|
||
Amortization of broadcast licenses and other intangibles
|
2,194
|
|
|
2,356
|
|
||
Cost of revenues
|
94,028
|
|
|
103,670
|
|
||
Selling, general and administrative expenses
|
24,894
|
|
|
28,458
|
|
||
Operating income
|
27,637
|
|
|
24,581
|
|
||
Interest expense (Note 15)
|
(8,242
|
)
|
|
(17,818
|
)
|
||
Other non-operating (expense) / income, net (Note 16)
|
(3,097
|
)
|
|
4,208
|
|
||
Income before tax
|
16,298
|
|
|
10,971
|
|
||
Provision for income taxes
|
(4,547
|
)
|
|
(4,215
|
)
|
||
Income from continuing operations
|
11,751
|
|
|
6,756
|
|
||
Income from discontinued operations, net of tax
|
—
|
|
|
316
|
|
||
Net income
|
11,751
|
|
|
7,072
|
|
||
Net loss attributable to noncontrolling interests
|
7
|
|
|
178
|
|
||
Net income attributable to CME Ltd.
|
$
|
11,758
|
|
|
$
|
7,250
|
|
|
|
|
|
||||
Net income
|
$
|
11,751
|
|
|
$
|
7,072
|
|
Other comprehensive (loss) / income
|
|
|
|
||||
Currency translation adjustment
|
(15,843
|
)
|
|
11,785
|
|
||
Unrealized (loss) / gain on derivative instruments (Note 12)
|
(3,331
|
)
|
|
191
|
|
||
Total other comprehensive (loss) / income
|
(19,174
|
)
|
|
11,976
|
|
||
Comprehensive (loss) / income
|
(7,423
|
)
|
|
19,048
|
|
||
Comprehensive (income) / loss attributable to noncontrolling interests
|
(130
|
)
|
|
386
|
|
||
Comprehensive (loss) / income attributable to CME Ltd.
|
$
|
(7,553
|
)
|
|
$
|
19,434
|
|
PER SHARE DATA (Note 18):
|
|
|
|
||||
Net income per share:
|
|
|
|
||||
Continuing operations — basic
|
$
|
0.03
|
|
|
$
|
0.02
|
|
Continuing operations — diluted
|
0.03
|
|
|
0.01
|
|
||
Discontinued operations — basic
|
—
|
|
|
0.00
|
|
||
Discontinued operations — diluted
|
—
|
|
|
0.00
|
|
||
Attributable to CME Ltd. — basic
|
0.03
|
|
|
0.02
|
|
||
Attributable to CME Ltd. — diluted
|
$
|
0.03
|
|
|
$
|
0.01
|
|
|
|
|
|
||||
Weighted average common shares used in computing per share amounts (000’s):
|
|
|
|
||||
Basic
|
264,199
|
|
|
158,039
|
|
||
Diluted
|
265,211
|
|
|
241,905
|
|
|
CME Ltd.
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
Series A Convertible Preferred Stock
|
|
Class A
Common Stock
|
|
Class B
Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
Number of shares
|
Par value
|
|
Number
of shares |
Par value
|
|
Number of shares
|
Par value
|
Additional Paid-In Capital
|
|
Accumulated Deficit
|
|
Accumulated Other Comprehensive Loss
|
|
|
Noncontrolling Interest
|
|
|
Total Equity
|
|
||||||||||||||
BALANCE
December 31, 2018
|
1
|
|
$
|
—
|
|
|
252,853,554
|
|
$
|
20,228
|
|
|
—
|
|
$
|
—
|
|
$
|
2,003,518
|
|
$
|
(1,578,076
|
)
|
$
|
(216,650
|
)
|
|
$
|
301
|
|
|
$
|
229,321
|
|
Stock-based compensation
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
1,003
|
|
—
|
|
—
|
|
|
—
|
|
|
1,003
|
|
||||||||
Share issuance, stock-based compensation
|
—
|
|
—
|
|
|
426,421
|
|
34
|
|
|
—
|
|
—
|
|
(34
|
)
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Withholding tax on net share settlement of stock-based compensation
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
(299
|
)
|
—
|
|
—
|
|
|
—
|
|
|
(299
|
)
|
||||||||
Net income / (loss)
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
11,758
|
|
—
|
|
|
(7
|
)
|
|
11,751
|
|
||||||||
Unrealized loss on derivative instruments
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(3,331
|
)
|
|
—
|
|
|
(3,331
|
)
|
||||||||
Currency translation adjustment
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(15,980
|
)
|
|
137
|
|
|
(15,843
|
)
|
||||||||
BALANCE
March 31, 2019
|
1
|
|
$
|
—
|
|
|
253,279,975
|
|
$
|
20,262
|
|
|
—
|
|
$
|
—
|
|
$
|
2,004,188
|
|
$
|
(1,566,318
|
)
|
$
|
(235,961
|
)
|
|
$
|
431
|
|
|
$
|
222,602
|
|
|
For the Three Months Ended March 31,
|
||||||
|
2019
|
|
|
2018
|
|
||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
||||
Net income
|
$
|
11,751
|
|
|
$
|
7,072
|
|
Adjustments to reconcile net income to net cash generated from continuing operating activities:
|
|
|
|
|
|||
Income from discontinued operations, net of tax
|
—
|
|
|
(316
|
)
|
||
Amortization of program rights
|
70,360
|
|
|
78,460
|
|
||
Depreciation and other amortization
|
11,294
|
|
|
12,352
|
|
||
Loss on extinguishment of debt (Note 16)
|
151
|
|
|
109
|
|
||
Gain on disposal of fixed assets
|
(6
|
)
|
|
(37
|
)
|
||
Deferred income taxes
|
373
|
|
|
(90
|
)
|
||
Stock-based compensation (Note 17)
|
1,003
|
|
|
1,112
|
|
||
Change in fair value of derivatives
|
62
|
|
|
162
|
|
||
Foreign currency exchange loss / (gain), net
|
2,681
|
|
|
(3,617
|
)
|
||
Changes in assets and liabilities:
|
|
|
|
||||
Accounts receivable, net
|
35,220
|
|
|
27,574
|
|
||
Accounts payable and accrued liabilities
|
(5,138
|
)
|
|
(9,452
|
)
|
||
Program rights
|
(57,978
|
)
|
|
(76,104
|
)
|
||
Other assets and liabilities
|
(1,560
|
)
|
|
(1,239
|
)
|
||
Accrued interest
|
3,833
|
|
|
10,911
|
|
||
Income taxes payable
|
(2,118
|
)
|
|
180
|
|
||
Deferred revenue
|
24,186
|
|
|
23,728
|
|
||
VAT and other taxes payable
|
1,895
|
|
|
690
|
|
||
Net cash generated from continuing operating activities
|
$
|
96,009
|
|
|
$
|
71,495
|
|
|
|
|
|
||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
||
Purchase of property, plant and equipment
|
$
|
(4,365
|
)
|
|
$
|
(5,369
|
)
|
Disposal of property, plant and equipment
|
6
|
|
|
16
|
|
||
Net cash used in continuing investing activities
|
$
|
(4,359
|
)
|
|
$
|
(5,353
|
)
|
|
|
|
|
||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
||
Repayment of debt
|
$
|
(68,928
|
)
|
|
$
|
(61,645
|
)
|
Debt transaction costs
|
—
|
|
|
(173
|
)
|
||
Settlement of derivative instruments
|
(740
|
)
|
|
—
|
|
||
Payment of credit facilities and finance leases
|
(1,769
|
)
|
|
(989
|
)
|
||
Proceeds from exercise of warrants
|
—
|
|
|
2,281
|
|
||
Payments of withholding tax on net share settlement of share-based compensation
|
(299
|
)
|
|
—
|
|
||
Net cash used in continuing financing activities
|
$
|
(71,736
|
)
|
|
$
|
(60,526
|
)
|
|
|
|
|
||||
Net cash provided by discontinued operations - operating activities
|
—
|
|
|
9,930
|
|
||
Net cash used in discontinued operations - investing activities
|
—
|
|
|
(376
|
)
|
||
Net cash used in discontinued operations - financing activities
|
—
|
|
|
—
|
|
||
|
|
|
|
||||
Impact of exchange rate fluctuations on cash and cash equivalents
|
(1,913
|
)
|
|
2,515
|
|
||
Net increase in cash and cash equivalents
|
$
|
18,001
|
|
|
$
|
17,685
|
|
CASH AND CASH EQUIVALENTS, beginning of period
|
62,031
|
|
|
58,748
|
|
||
CASH AND CASH EQUIVALENTS, end of period
|
$
|
80,032
|
|
|
$
|
76,433
|
|
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
|
|
|
|
||||
Cash paid for interest (including Guarantee Fees)
|
$
|
3,093
|
|
|
$
|
4,883
|
|
Cash paid for income taxes, net of refunds
|
6,318
|
|
|
4,120
|
|
||
|
|
|
|
||||
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES:
|
|
|
|
||||
Accretion on Series B Convertible Redeemable Preferred Stock
|
$
|
—
|
|
|
$
|
2,447
|
|
|
Bulgaria
|
|
Czech Republic
|
|
Romania
|
|
Slovak Republic
|
|
Slovenia
|
|
Total
|
||||||||||||
Gross Balance, December 31, 2018
|
$
|
173,694
|
|
|
$
|
808,970
|
|
|
$
|
86,800
|
|
|
$
|
50,081
|
|
|
$
|
19,400
|
|
|
$
|
1,138,945
|
|
Accumulated impairment losses
|
(144,639
|
)
|
|
(287,545
|
)
|
|
(11,028
|
)
|
|
—
|
|
|
(19,400
|
)
|
|
(462,612
|
)
|
||||||
Balance, December 31, 2018
|
29,055
|
|
|
521,425
|
|
|
75,772
|
|
|
50,081
|
|
|
—
|
|
|
676,333
|
|
||||||
Foreign currency
|
(545
|
)
|
|
(11,399
|
)
|
|
(2,986
|
)
|
|
(942
|
)
|
|
—
|
|
|
(15,872
|
)
|
||||||
Balance, March 31, 2019
|
28,510
|
|
|
510,026
|
|
|
72,786
|
|
|
49,139
|
|
|
—
|
|
|
660,461
|
|
||||||
Accumulated impairment losses
|
(144,639
|
)
|
|
(287,545
|
)
|
|
(11,028
|
)
|
|
—
|
|
|
(19,400
|
)
|
|
(462,612
|
)
|
||||||
Gross Balance, March 31, 2019
|
$
|
173,149
|
|
|
$
|
797,571
|
|
|
$
|
83,814
|
|
|
$
|
49,139
|
|
|
$
|
19,400
|
|
|
$
|
1,123,073
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||||||||||||||||||
|
Gross
|
|
Accumulated Amortization
|
|
Net
|
|
Gross
|
|
Accumulated Amortization
|
|
Net
|
||||||||||||
Indefinite-lived:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Trademarks
|
$
|
85,263
|
|
|
$
|
—
|
|
|
$
|
85,263
|
|
|
$
|
87,356
|
|
|
$
|
—
|
|
|
$
|
87,356
|
|
Amortized:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Broadcast licenses
|
205,934
|
|
|
(161,371
|
)
|
|
44,563
|
|
|
210,447
|
|
|
(162,936
|
)
|
|
47,511
|
|
||||||
Trademarks
|
610
|
|
|
(610
|
)
|
|
—
|
|
|
631
|
|
|
(631
|
)
|
|
—
|
|
||||||
Customer relationships
|
54,668
|
|
|
(54,032
|
)
|
|
636
|
|
|
56,024
|
|
|
(55,158
|
)
|
|
866
|
|
||||||
Other
|
2,867
|
|
|
(1,558
|
)
|
|
1,309
|
|
|
1,868
|
|
|
(1,549
|
)
|
|
319
|
|
||||||
Total
|
$
|
349,342
|
|
|
$
|
(217,571
|
)
|
|
$
|
131,771
|
|
|
$
|
356,326
|
|
|
$
|
(220,274
|
)
|
|
$
|
136,052
|
|
|
March 31, 2019
|
|
|
December 31, 2018
|
|
||
Long-term debt
|
$
|
690,883
|
|
|
$
|
772,339
|
|
Other credit facilities and finance leases
|
15,613
|
|
|
15,891
|
|
||
Total long-term debt and other financing arrangements
|
706,496
|
|
|
788,230
|
|
||
Less: current maturities
|
(5,802
|
)
|
|
(5,545
|
)
|
||
Total non-current long-term debt and other financing arrangements
|
$
|
700,694
|
|
|
$
|
782,685
|
|
|
Principal Amount of Liability Component
|
|
|
Debt Issuance
Costs
(1)
|
|
|
Net Carrying Amount
|
|
|||
2021 Euro Loan
|
$
|
168,902
|
|
|
$
|
(344
|
)
|
|
$
|
168,558
|
|
2023 Euro Loan
|
526,697
|
|
|
(4,372
|
)
|
|
522,325
|
|
|||
2023 Revolving Credit Facility
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total long-term debt and credit facilities
|
$
|
695,599
|
|
|
$
|
(4,716
|
)
|
|
$
|
690,883
|
|
(1)
|
Debt issuance costs related to the 2021 Euro Loan, the 2023 Euro Loan and the 2023 Revolving Credit Facility (each as defined below) 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 condensed consolidated balance sheet.
|
2019
|
$
|
—
|
|
2020
|
—
|
|
|
2021
|
168,902
|
|
|
2022
|
—
|
|
|
2023
|
526,697
|
|
|
2024 and thereafter
|
—
|
|
|
Total long-term debt and credit facilities
|
695,599
|
|
|
Debt issuance costs
|
(4,716
|
)
|
|
Carrying amount of long-term debt and credit facilities
|
$
|
690,883
|
|
|
Carrying Amount
|
|
Fair Value
|
||||||||||||
|
March 31, 2019
|
|
|
December 31, 2018
|
|
|
March 31, 2019
|
|
|
December 31, 2018
|
|
||||
2021 Euro Loan
|
$
|
168,558
|
|
|
$
|
240,296
|
|
|
$
|
164,943
|
|
|
$
|
233,058
|
|
2023 Euro Loan
|
522,325
|
|
|
532,043
|
|
|
502,730
|
|
|
502,617
|
|
||||
|
$
|
690,883
|
|
|
$
|
772,339
|
|
|
$
|
667,673
|
|
|
$
|
735,675
|
|
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)
|
6.10
|
%
|
(3)
|
—
|
%
|
|
—
|
%
|
|
6.10
|
%
|
(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
2.60%
as at
March 31, 2019
.
|
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
|
%
|
|
March 31, 2019
|
|
|
December 31, 2018
|
|
||
Credit facilities
(1) – (4)
|
$
|
—
|
|
|
$
|
—
|
|
Finance leases (Note 11)
|
15,613
|
|
|
15,891
|
|
||
Total credit facilities and finance leases
|
15,613
|
|
|
15,891
|
|
||
Less: current maturities
|
(5,802
|
)
|
|
(5,545
|
)
|
||
Total non-current credit facilities and finance leases
|
$
|
9,811
|
|
|
$
|
10,346
|
|
(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$
20.7 million
) of receivables from certain customers in the Czech Republic may be factored on a recourse or non-recourse basis. The facility has a factoring fee of
0.19%
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$
11.8 million
) 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.
|
|
March 31, 2019
|
|
|
December 31, 2018
|
|
||
Program rights:
|
|
|
|
||||
Acquired program rights, net of amortization
|
$
|
152,435
|
|
|
$
|
153,761
|
|
Less: current portion of acquired program rights
|
(74,648
|
)
|
|
(77,624
|
)
|
||
Total non-current acquired program rights
|
77,787
|
|
|
76,137
|
|
||
Produced program rights – Feature Films:
|
|
|
|
|
|||
Released, net of amortization
|
606
|
|
|
653
|
|
||
Produced program rights – Television Programs:
|
|
|
|
|
|
||
Released, net of amortization
|
53,795
|
|
|
55,220
|
|
||
Completed and not released
|
12,178
|
|
|
8,347
|
|
||
In production
|
31,037
|
|
|
30,904
|
|
||
Development and pre-production
|
590
|
|
|
610
|
|
||
Total produced program rights
|
98,206
|
|
|
95,734
|
|
||
Total non-current acquired program rights and produced program rights
|
$
|
175,993
|
|
|
$
|
171,871
|
|
|
March 31, 2019
|
|
|
December 31, 2018
|
|
||
Third-party customers
|
$
|
163,524
|
|
|
$
|
203,068
|
|
Less: allowance for bad debts and credit notes
|
(9,702
|
)
|
|
(9,697
|
)
|
||
Total accounts receivable
|
$
|
153,822
|
|
|
$
|
193,371
|
|
|
March 31, 2019
|
|
|
December 31, 2018
|
|
||
Current:
|
|
|
|
||||
Prepaid acquired programming
|
$
|
21,560
|
|
|
$
|
29,918
|
|
Other prepaid expenses
|
10,732
|
|
|
9,119
|
|
||
VAT recoverable
|
2,186
|
|
|
1,702
|
|
||
Other
|
150
|
|
|
328
|
|
||
Total other current assets
|
$
|
34,628
|
|
|
$
|
41,067
|
|
|
|
|
|
||||
|
March 31, 2019
|
|
|
December 31, 2018
|
|
||
Non-current:
|
|
|
|
|
|
||
Capitalized debt costs (Note 4)
|
$
|
8,928
|
|
|
$
|
9,660
|
|
Deferred tax
|
2,357
|
|
|
2,411
|
|
||
Operating lease - right of use asset (Note 11)
|
12,320
|
|
|
—
|
|
||
Other
|
362
|
|
|
337
|
|
||
Total other non-current assets
|
$
|
23,967
|
|
|
$
|
12,408
|
|
|
March 31, 2019
|
|
|
December 31, 2018
|
|
||
Land and buildings
|
$
|
98,391
|
|
|
$
|
100,574
|
|
Machinery, fixtures and equipment
|
202,864
|
|
|
206,491
|
|
||
Other equipment
|
34,605
|
|
|
35,022
|
|
||
Software
|
66,264
|
|
|
68,239
|
|
||
Construction in progress
|
2,373
|
|
|
4,663
|
|
||
Total cost
|
404,497
|
|
|
414,989
|
|
||
Less: accumulated depreciation
|
(294,150
|
)
|
|
(297,385
|
)
|
||
Total net book value
|
$
|
110,347
|
|
|
$
|
117,604
|
|
|
|
|
|
||||
Assets held under finance leases (included in the above)
|
|
|
|
|
|
||
Land and buildings
|
$
|
3,914
|
|
|
$
|
3,989
|
|
Machinery, fixtures and equipment
|
26,561
|
|
|
25,414
|
|
||
Total cost
|
30,475
|
|
|
29,403
|
|
||
Less: accumulated depreciation
|
(11,605
|
)
|
|
(10,705
|
)
|
||
Total net book value
|
$
|
18,870
|
|
|
$
|
18,698
|
|
|
For the Three Months Ended March 31,
|
||||||
|
2019
|
|
|
2018
|
|
||
Opening balance
|
$
|
117,604
|
|
|
$
|
119,349
|
|
Additions
(1)
|
3,923
|
|
|
7,014
|
|
||
Disposals
|
—
|
|
|
(1
|
)
|
||
Depreciation
|
(8,226
|
)
|
|
(8,387
|
)
|
||
Foreign currency movements
|
(2,954
|
)
|
|
3,515
|
|
||
Ending balance
|
$
|
110,347
|
|
|
$
|
121,490
|
|
(1)
|
Includes assets acquired under finance leases of US$
2.2 million
and US$
2.0 million
for the
three months
ended
March 31, 2019
and
2018
, respectively.
|
|
March 31, 2019
|
|
|
December 31, 2018
|
|
||
Accounts payable and accrued expenses
|
$
|
53,147
|
|
|
$
|
48,708
|
|
Related party accounts payable
|
280
|
|
|
292
|
|
||
Programming liabilities
|
20,396
|
|
|
16,072
|
|
||
Related party programming liabilities
|
12,959
|
|
|
12,171
|
|
||
Duties and other taxes payable
|
11,156
|
|
|
9,014
|
|
||
Accrued staff costs
|
11,758
|
|
|
17,425
|
|
||
Accrued interest payable
|
2,248
|
|
|
2,456
|
|
||
Related party accrued interest payable (including Guarantee Fees)
|
5,759
|
|
|
1,749
|
|
||
Income taxes payable
|
8,038
|
|
|
10,415
|
|
||
Other accrued liabilities
|
1,481
|
|
|
2,166
|
|
||
Total accounts payable and accrued liabilities
|
$
|
127,222
|
|
|
$
|
120,468
|
|
|
March 31, 2019
|
|
|
December 31, 2018
|
|
||
Current:
|
|
|
|
||||
Deferred revenue
|
$
|
33,319
|
|
|
$
|
9,906
|
|
Legal provisions
|
687
|
|
|
1,978
|
|
||
Operating lease liability (Note 11)
|
3,443
|
|
|
—
|
|
||
Other
|
1,004
|
|
|
1,795
|
|
||
Total other current liabilities
|
$
|
38,453
|
|
|
$
|
13,679
|
|
|
|
|
|
||||
|
March 31, 2019
|
|
|
December 31, 2018
|
|
||
Non-current:
|
|
|
|
|
|
||
Deferred tax
|
$
|
22,344
|
|
|
$
|
22,545
|
|
Derivative instruments
|
12,557
|
|
|
9,817
|
|
||
Operating lease liability (Note 11)
|
8,828
|
|
|
—
|
|
||
Related party Guarantee Fee payable (Note 4)
|
33,465
|
|
|
33,465
|
|
||
Other
|
4,332
|
|
|
1,466
|
|
||
Total other non-current liabilities
|
$
|
81,526
|
|
|
$
|
67,293
|
|
|
For the Three Months Ended March 31,
|
||
Operating lease cost:
|
|
||
Short-term operating lease cost
|
$
|
1,684
|
|
Long-term operating lease cost
|
1,150
|
|
|
Total operating lease cost
|
$
|
2,834
|
|
|
|
||
Finance lease cost:
|
|
||
Amortization of right-of-use asset
|
$
|
1,255
|
|
Interest of lease liabilities
|
107
|
|
|
Total finance lease cost
|
$
|
1,362
|
|
|
For the Three Months Ended March 31,
|
||
Cash paid for amounts included in the measurement of lease liabilities:
|
|
||
Operating cash flows from operating leases
|
$
|
1,321
|
|
Operating cash flows from finance leases
|
109
|
|
|
Financing cash flows from finance leases
|
1,769
|
|
|
|
|
||
Right-of-use assets obtained in exchange for lease obligations:
|
|
||
Operating leases
|
$
|
1,564
|
|
Finance leases
|
2,248
|
|
|
March 31, 2019
|
|
|
Operating Leases
|
|
||
Operating lease right-of-use-assets, gross
|
$
|
13,284
|
|
Accumulated amortization
|
(964
|
)
|
|
Operating lease right-of-use-assets, net
|
$
|
12,320
|
|
|
|
||
Other current liabilities
|
$
|
3,443
|
|
Other non-current liabilities
|
8,828
|
|
|
Total operating lease liabilities
|
$
|
12,271
|
|
|
|
||
Finance Leases
|
|
||
Property, plant and equipment, gross
|
$
|
30,475
|
|
Accumulated depreciation
|
(11,605
|
)
|
|
Property, plant and equipment, net
|
$
|
18,870
|
|
|
|
||
Current portion of long-term debt and other financing arrangements
|
$
|
5,802
|
|
Long-term debt and other financing arrangements
|
9,811
|
|
|
Total finance lease liabilities
|
$
|
15,613
|
|
|
|
||
Weighted Average Remaining Lease Term
|
Years
|
|
|
Operating leases
|
5.3
|
|
|
Finance leases
|
2.9
|
|
|
|
|
||
Weighted Average Discount Rate
|
Discount Rate
|
|
|
Operating leases
|
4.71
|
%
|
|
Finance leases
|
2.09
|
%
|
|
Operating Leases
|
|
|
Finance Leases
|
|
||
2019
|
$
|
3,270
|
|
|
$
|
4,583
|
|
2020
|
3,060
|
|
|
5,677
|
|
||
2021
|
2,179
|
|
|
4,215
|
|
||
2022
|
1,460
|
|
|
1,565
|
|
||
2023
|
1,322
|
|
|
36
|
|
||
2024 and thereafter
|
2,732
|
|
|
16
|
|
||
Total undiscounted payments
|
14,023
|
|
|
16,092
|
|
||
Less: amount representing interest
|
(1,752
|
)
|
|
(479
|
)
|
||
Present value of net minimum lease payments
|
$
|
12,271
|
|
|
$
|
15,613
|
|
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
|
|
|
Maturity Date
|
|
Objective
|
|
Fair Value as at March 31, 2019
|
|
||
November 10, 2015
|
|
3
|
|
|
EUR
|
150,335
|
|
|
November 1, 2019
|
|
Interest rate hedge underlying 2021 Euro Loan
|
|
$
|
(317
|
)
|
April 26, 2018
|
|
3
|
|
|
EUR
|
150,335
|
|
|
November 1, 2021
|
|
Interest rate hedge underlying 2021 Euro Loan, forward starting on November 1, 2019
|
|
$
|
(1,368
|
)
|
April 5, 2016
|
|
5
|
|
|
EUR
|
468,800
|
|
|
February 19, 2021
|
|
Interest rate hedge underlying 2023 Euro Loan
|
|
$
|
(2,497
|
)
|
April 26, 2018
|
|
4
|
|
|
EUR
|
468,800
|
|
|
April 26, 2023
|
|
Interest rate hedge underlying 2023 Euro Loan, forward starting on February 19, 2021
|
|
$
|
(8,691
|
)
|
|
For the Three Months Ended March 31,
|
||||||
|
2019
|
|
|
2018
|
|
||
Loss on interest rate swaps
|
(36
|
)
|
|
(228
|
)
|
||
Change in fair value of derivatives
|
$
|
(36
|
)
|
|
$
|
(228
|
)
|
|
Currency translation adjustment, net
|
|
|
Unrealized (loss) / gain on derivative instruments designated as hedging instruments
|
|
|
TOTAL
Accumulated Other Comprehensive Loss
|
|
|||
BALANCE December 31, 2018
|
$
|
(207,668
|
)
|
|
$
|
(8,982
|
)
|
|
$
|
(216,650
|
)
|
Other comprehensive loss before reclassifications:
|
|
|
|
|
|
||||||
Foreign exchange loss on intercompany loans
(1)
|
(612
|
)
|
|
—
|
|
|
(612
|
)
|
|||
Foreign exchange loss on the Series B Preferred Shares
|
(5,106
|
)
|
|
—
|
|
|
(5,106
|
)
|
|||
Currency translation adjustment
|
(10,262
|
)
|
|
—
|
|
|
(10,262
|
)
|
|||
Change in the fair value of hedging instruments
|
—
|
|
|
(3,702
|
)
|
|
(3,702
|
)
|
|||
Amounts reclassified from accumulated other comprehensive loss:
|
|
|
|
|
|
|
|||||
Changes in fair value reclassified to interest expense
|
—
|
|
|
371
|
|
|
371
|
|
|||
Net other comprehensive loss
|
(15,980
|
)
|
|
(3,331
|
)
|
|
(19,311
|
)
|
|||
BALANCE March 31, 2019
|
$
|
(223,648
|
)
|
|
$
|
(12,313
|
)
|
|
$
|
(235,961
|
)
|
(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.
|
|
For the Three Months Ended March 31,
|
||||||
|
2019
|
|
|
2018
|
|
||
Interest on long-term debt and other financing arrangements
|
$
|
7,368
|
|
|
$
|
16,209
|
|
Amortization of capitalized debt issuance costs
|
874
|
|
|
1,609
|
|
||
Total interest expense
|
$
|
8,242
|
|
|
$
|
17,818
|
|
|
For the Three Months Ended March 31,
|
||||||
|
2019
|
|
|
2018
|
|
||
Interest income
|
$
|
152
|
|
|
$
|
144
|
|
Foreign currency exchange (loss) / gain, net
|
(3,077
|
)
|
|
4,390
|
|
||
Change in fair value of derivatives (Note 12)
|
(36
|
)
|
|
(228
|
)
|
||
Loss on extinguishment of debt
|
(151
|
)
|
|
(109
|
)
|
||
Other income, net
|
15
|
|
|
11
|
|
||
Total other non-operating (expense) / income, net
|
$
|
(3,097
|
)
|
|
$
|
4,208
|
|
|
Shares
|
|
|
Weighted Average Exercise Price per Share
|
|
|
Weighted Average Remaining Contractual Term (years)
|
|
Aggregate Intrinsic Value
|
|
||
Outstanding at December 31, 2018
|
2,011,392
|
|
|
$
|
2.32
|
|
|
6.58
|
|
$
|
916
|
|
Outstanding at March 31, 2019
|
2,011,392
|
|
|
2.32
|
|
|
6.33
|
|
3,329
|
|
||
Vested and expected to vest
|
2,011,392
|
|
|
2.32
|
|
|
6.33
|
|
3,329
|
|
||
Exercisable at March 31, 2019
|
1,508,544
|
|
|
$
|
2.32
|
|
|
6.33
|
|
$
|
2,497
|
|
|
Number of
Shares / Units
|
|
|
Weighted Average
Grant Date
Fair Value
|
|
|
Unvested at December 31, 2018
|
1,996,355
|
|
|
$
|
3.68
|
|
Granted
|
977,200
|
|
|
3.55
|
|
|
Vested
|
(510,903
|
)
|
|
3.38
|
|
|
Unvested at March 31, 2019
|
2,462,652
|
|
|
$
|
3.69
|
|
|
Number of
Shares / Units
|
|
|
Weighted-Average
Grant Date Fair Value
|
|
|
Unvested at December 31, 2018
|
501,572
|
|
|
$
|
3.19
|
|
Granted
|
—
|
|
|
—
|
|
|
Vested
|
—
|
|
|
—
|
|
|
Unvested at March 31, 2019
|
501,572
|
|
|
$
|
3.19
|
|
|
For the Three Months Ended March 31,
|
||||||
|
2019
|
|
|
2018
|
|
||
Income from continuing operations
|
$
|
11,751
|
|
|
$
|
6,756
|
|
Net loss attributable to noncontrolling interests
|
7
|
|
|
178
|
|
||
Less: preferred share accretion paid in kind (Note 13)
|
—
|
|
|
(2,447
|
)
|
||
Less: income allocated to Series B Preferred Shares
|
(3,482
|
)
|
|
(1,838
|
)
|
||
Income from continuing operations available to common shareholders, net of noncontrolling interest
|
8,276
|
|
|
2,649
|
|
||
Income from discontinued operations, net of tax
|
—
|
|
|
316
|
|
||
Less income allocated to Series B Preferred Shares
|
—
|
|
|
(129
|
)
|
||
Net income attributable to CME Ltd. available to common shareholders — basic
|
8,276
|
|
|
2,836
|
|
||
|
|
|
|
||||
Effect of dilutive securities
|
|
|
|
||||
Dilutive effect of employee stock options, RSUs and Series B Preferred Shares
|
9
|
|
|
469
|
|
||
Net income attributable to CME Ltd. available to common shareholders — diluted
|
$
|
8,285
|
|
|
$
|
3,305
|
|
|
|
|
|
||||
Weighted average outstanding shares of common stock — basic
(1)
|
264,199
|
|
|
158,039
|
|
||
Dilutive effect of employee stock options, RSUs and common stock warrants
|
1,012
|
|
|
83,866
|
|
||
Weighted average outstanding shares of common stock — diluted
|
265,211
|
|
|
241,905
|
|
||
|
|
|
|
||||
Net income per share:
|
|
|
|
||||
Continuing operations — basic
|
$
|
0.03
|
|
|
$
|
0.02
|
|
Continuing operations — diluted
|
0.03
|
|
|
0.01
|
|
||
Discontinued operations — basic
|
—
|
|
|
0.00
|
|
||
Discontinued operations — diluted
|
—
|
|
|
0.00
|
|
||
Attributable to CME Ltd. — basic
|
0.03
|
|
|
0.02
|
|
||
Attributable to CME Ltd. — diluted
|
$
|
0.03
|
|
|
$
|
0.01
|
|
(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.
|
Net revenues:
|
For the Three Months Ended March 31,
|
||||||
|
2019
|
|
|
2018
|
|
||
Bulgaria
|
$
|
19,293
|
|
|
$
|
19,433
|
|
Czech Republic
|
50,316
|
|
|
51,534
|
|
||
Romania
|
38,810
|
|
|
45,961
|
|
||
Slovak Republic
|
21,332
|
|
|
22,953
|
|
||
Slovenia
|
17,850
|
|
|
17,530
|
|
||
Intersegment revenues
(1)
|
(1,042
|
)
|
|
(702
|
)
|
||
Total net revenues
|
$
|
146,559
|
|
|
$
|
156,709
|
|
(1)
|
Reflects revenues earned from the sale of content to other country segments in CME Ltd. All other revenues are third party revenues.
|
OIBDA:
|
For the Three Months Ended March 31,
|
||||||
2019
|
|
|
2018
|
|
|||
Bulgaria
|
$
|
6,121
|
|
|
$
|
2,981
|
|
Czech Republic
|
14,947
|
|
|
15,370
|
|
||
Romania
|
17,533
|
|
|
18,893
|
|
||
Slovak Republic
|
1,729
|
|
|
1,103
|
|
||
Slovenia
|
4,931
|
|
|
4,653
|
|
||
Elimination
|
48
|
|
|
16
|
|
||
Total operating segments
|
45,309
|
|
|
43,016
|
|
||
Corporate
|
(7,252
|
)
|
|
(7,692
|
)
|
||
Total OIBDA
|
38,057
|
|
|
35,324
|
|
||
Depreciation of property, plant and equipment
|
(8,226
|
)
|
|
(8,387
|
)
|
||
Amortization of broadcast licenses and other intangibles
|
(2,194
|
)
|
|
(2,356
|
)
|
||
Operating income
|
27,637
|
|
|
24,581
|
|
||
Interest expense (Note 15)
|
(8,242
|
)
|
|
(17,818
|
)
|
||
Other non-operating (expense) / income, net (Note 16)
|
(3,097
|
)
|
|
4,208
|
|
||
Income before tax
|
$
|
16,298
|
|
|
$
|
10,971
|
|
Total assets:
(1)
|
March 31, 2019
|
|
|
December 31, 2018
|
|
||
Bulgaria
|
$
|
141,175
|
|
|
$
|
142,165
|
|
Czech Republic
|
740,905
|
|
|
771,286
|
|
||
Romania
|
272,740
|
|
|
297,937
|
|
||
Slovak Republic
|
144,972
|
|
|
146,252
|
|
||
Slovenia
|
86,391
|
|
|
89,440
|
|
||
Total operating segments
|
1,386,183
|
|
|
1,447,080
|
|
||
Corporate
|
59,486
|
|
|
41,281
|
|
||
Total assets
|
$
|
1,445,669
|
|
|
$
|
1,488,361
|
|
(1)
|
Segment assets exclude any intercompany balances.
|
Capital expenditures:
|
For the Three Months Ended March 31,
|
||||||
|
2019
|
|
|
2018
|
|
||
Bulgaria
|
$
|
774
|
|
|
$
|
451
|
|
Czech Republic
|
1,687
|
|
|
2,507
|
|
||
Romania
|
417
|
|
|
576
|
|
||
Slovak Republic
|
202
|
|
|
411
|
|
||
Slovenia
|
1,219
|
|
|
1,271
|
|
||
Total operating segments
|
4,299
|
|
|
5,216
|
|
||
Corporate
|
66
|
|
|
153
|
|
||
Total capital expenditures
|
$
|
4,365
|
|
|
$
|
5,369
|
|
Long-lived assets:
(1)
|
March 31, 2019
|
|
|
December 31, 2018
|
|
||
Bulgaria
|
$
|
10,838
|
|
|
$
|
10,627
|
|
Czech Republic
|
37,292
|
|
|
39,314
|
|
||
Romania
|
30,116
|
|
|
33,368
|
|
||
Slovak Republic
|
15,469
|
|
|
16,376
|
|
||
Slovenia
|
14,919
|
|
|
15,955
|
|
||
Total operating segments
|
108,634
|
|
|
115,640
|
|
||
Corporate
|
1,713
|
|
|
1,964
|
|
||
Total long-lived assets
|
$
|
110,347
|
|
|
$
|
117,604
|
|
(1)
|
Reflects property, plant and equipment, net.
|
Consolidated revenue by type:
|
For the Three Months Ended March 31,
|
||||||
|
2019
|
|
|
2018
|
|
||
Television advertising
|
$
|
111,047
|
|
|
$
|
123,306
|
|
Carriage fees and subscriptions
|
29,550
|
|
|
28,564
|
|
||
Other
|
5,962
|
|
|
4,839
|
|
||
Total net revenues
|
$
|
146,559
|
|
|
$
|
156,709
|
|
|
Programming purchase obligations
|
|
|
Other commitments
|
|
||
2019
|
$
|
18,764
|
|
|
$
|
9,121
|
|
2020
|
22,197
|
|
|
8,083
|
|
||
2021
|
19,464
|
|
|
2,686
|
|
||
2022
|
11,527
|
|
|
2,767
|
|
||
2023
|
3,498
|
|
|
3,054
|
|
||
2024 and thereafter
|
745
|
|
|
—
|
|
||
Total
|
$
|
76,195
|
|
|
$
|
25,711
|
|
|
For the Three Months Ended March 31,
|
||||||
|
2019
|
|
|
2018
|
|
||
Cost of revenues
|
$
|
4,976
|
|
|
$
|
6,002
|
|
Interest expense
|
4,754
|
|
|
12,516
|
|
|
March 31, 2019
|
|
|
December 31, 2018
|
|
||
Programming liabilities
|
$
|
12,959
|
|
|
$
|
12,171
|
|
Other accounts payable and accrued liabilities
|
280
|
|
|
292
|
|
||
Accrued interest payable
(1)
|
5,759
|
|
|
1,749
|
|
||
Other non-current liabilities
(2)
|
33,465
|
|
|
33,465
|
|
(1)
|
Amount represents accrued Guarantee Fees for which we have not yet paid. See
Note 4, "Long-term Debt and Other Financing Arrangements"
.
|
(2)
|
Amount represents Guarantee Fees for which we had previously made an election to pay in kind.
|
•
|
"
2019 Euro Loan
" refers to our floating rate senior unsecured term credit facility guaranteed by Warner Media, 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 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.
|
|
For the Three Months Ended March 31, (US$ 000's)
|
|||||||||
|
2019
|
|
|
2018
|
|
|
Movement
|
|
||
Net cash generated from continuing operating activities
|
$
|
96,009
|
|
|
$
|
71,495
|
|
|
34.3
|
%
|
Capital expenditures, net
|
(4,359
|
)
|
|
(5,353
|
)
|
|
(18.6
|
)%
|
||
Free cash flow
|
91,650
|
|
|
66,142
|
|
|
38.6
|
%
|
||
Cash paid for interest (including Guarantee Fees)
|
3,093
|
|
|
4,883
|
|
|
(36.7
|
)%
|
||
Unlevered free cash flow
|
$
|
94,743
|
|
|
$
|
71,025
|
|
|
33.4
|
%
|
(US$ 000's)
|
March 31, 2019
|
|
|
December 31, 2018
|
|
|
Movement
|
|
||
Cash and cash equivalents
|
$
|
80,032
|
|
|
$
|
62,031
|
|
|
29.0
|
%
|
|
For the Three Months Ended March 31, 2019
|
|||||||
Country
|
Real GDP Growth
|
|
|
Real Private Consumption Growth
|
|
|
Net TV Ad Market Growth
|
|
Bulgaria
|
3.4
|
%
|
|
3.8
|
%
|
|
(0.3
|
)%
|
Czech Republic
|
2.7
|
%
|
|
2.9
|
%
|
|
0.4
|
%
|
Romania*
|
3.9
|
%
|
|
5.5
|
%
|
|
(11.7
|
)%
|
Slovak Republic
|
4.0
|
%
|
|
3.4
|
%
|
|
(2.9
|
)%
|
Slovenia
|
3.8
|
%
|
|
1.4
|
%
|
|
(0.7
|
)%
|
Total CME Ltd. Markets
|
3.5
|
%
|
|
3.7
|
%
|
|
(3.6
|
)%
|
|
NET REVENUES
|
||||||||||||
|
For the Three Months Ended March 31, (US$ 000's)
|
||||||||||||
|
|
|
|
|
Movement
|
||||||||
|
2019
|
|
|
2018
|
|
|
% Act
|
|
|
% Lfl
|
|
||
Bulgaria
|
$
|
19,293
|
|
|
$
|
19,433
|
|
|
(0.7
|
)%
|
|
6.9
|
%
|
Czech Republic
|
50,316
|
|
|
51,534
|
|
|
(2.4
|
)%
|
|
6.4
|
%
|
||
Romania
|
38,810
|
|
|
45,961
|
|
|
(15.6
|
)%
|
|
(7.5
|
)%
|
||
Slovak Republic
|
21,332
|
|
|
22,953
|
|
|
(7.1
|
)%
|
|
0.1
|
%
|
||
Slovenia
|
17,850
|
|
|
17,530
|
|
|
1.8
|
%
|
|
9.6
|
%
|
||
Intersegment revenues
|
(1,042
|
)
|
|
(702
|
)
|
|
NM
(1)
|
|
|
NM
(1)
|
|
||
Total net revenues
|
$
|
146,559
|
|
|
$
|
156,709
|
|
|
(6.5
|
)%
|
|
1.6
|
%
|
(1)
|
Number is not meaningful.
|
(1)
|
Number is not meaningful.
|
|
For the Three Months Ended March 31, (US$ 000's)
|
||||||||||||
|
|
|
|
|
Movement
|
||||||||
|
2019
|
|
|
2018
|
|
|
% Act
|
|
|
% Lfl
|
|
||
Television advertising
|
$
|
12,590
|
|
|
$
|
13,132
|
|
|
(4.1
|
)%
|
|
3.3
|
%
|
Carriage fees and subscriptions
|
5,321
|
|
|
5,307
|
|
|
0.3
|
%
|
|
7.8
|
%
|
||
Other
|
1,382
|
|
|
994
|
|
|
39.0
|
%
|
|
49.4
|
%
|
||
Net revenues
|
19,293
|
|
|
19,433
|
|
|
(0.7
|
)%
|
|
6.9
|
%
|
||
Costs charged in arriving at OIBDA
|
13,172
|
|
|
16,452
|
|
|
(19.9
|
)%
|
|
(13.8
|
)%
|
||
OIBDA
|
$
|
6,121
|
|
|
$
|
2,981
|
|
|
105.3
|
%
|
|
121.2
|
%
|
|
|
|
|
|
|
|
|
||||||
OIBDA margin
|
31.7
|
%
|
|
15.3
|
%
|
|
16.4 p.p.
|
|
|
16.4 p.p.
|
|
|
For the Three Months Ended March 31, (US$ 000's)
|
||||||||||||
|
|
|
|
|
Movement
|
||||||||
|
2019
|
|
|
2018
|
|
|
% Act
|
|
|
% Lfl
|
|
||
Television advertising
|
$
|
43,164
|
|
|
$
|
45,394
|
|
|
(4.9
|
)%
|
|
3.6
|
%
|
Carriage fees and subscriptions
|
4,268
|
|
|
3,920
|
|
|
8.9
|
%
|
|
18.6
|
%
|
||
Other
|
2,884
|
|
|
2,220
|
|
|
29.9
|
%
|
|
41.7
|
%
|
||
Net revenues
|
50,316
|
|
|
51,534
|
|
|
(2.4
|
)%
|
|
6.4
|
%
|
||
Costs charged in arriving at OIBDA
|
35,369
|
|
|
36,164
|
|
|
(2.2
|
)%
|
|
6.5
|
%
|
||
OIBDA
|
$
|
14,947
|
|
|
$
|
15,370
|
|
|
(2.8
|
)%
|
|
6.1
|
%
|
|
|
|
|
|
|
|
|
||||||
OIBDA margin
|
29.7
|
%
|
|
29.8
|
%
|
|
(0.1) p.p.
|
|
|
(0.1) p.p.
|
|
|
For the Three Months Ended March 31, (US$ 000's)
|
||||||||||||
|
|
|
|
|
Movement
|
||||||||
|
2019
|
|
|
2018
|
|
|
% Act
|
|
|
% Lfl
|
|
||
Television advertising
|
$
|
26,550
|
|
|
$
|
33,430
|
|
|
(20.6
|
)%
|
|
(13.0
|
)%
|
Carriage fees and subscriptions
|
11,277
|
|
|
11,827
|
|
|
(4.7
|
)%
|
|
4.1
|
%
|
||
Other
|
983
|
|
|
704
|
|
|
39.6
|
%
|
|
52.2
|
%
|
||
Net revenues
|
38,810
|
|
|
45,961
|
|
|
(15.6
|
)%
|
|
(7.5
|
)%
|
||
Costs charged in arriving at OIBDA
|
21,277
|
|
|
27,068
|
|
|
(21.4
|
)%
|
|
(14.0
|
)%
|
||
OIBDA
|
$
|
17,533
|
|
|
$
|
18,893
|
|
|
(7.2
|
)%
|
|
1.7
|
%
|
|
|
|
|
|
|
|
|
||||||
OIBDA margin
|
45.2
|
%
|
|
41.1
|
%
|
|
4.1 p.p.
|
|
|
4.1 p.p.
|
|
|
For the Three Months Ended March 31, (US$ 000's)
|
||||||||||||
|
|
|
|
|
Movement
|
||||||||
|
2019
|
|
|
2018
|
|
|
% Act
|
|
|
% Lfl
|
|
||
Television advertising
|
$
|
17,933
|
|
|
$
|
19,840
|
|
|
(9.6
|
)%
|
|
(2.6
|
)%
|
Carriage fees and subscriptions
|
2,272
|
|
|
2,243
|
|
|
1.3
|
%
|
|
8.9
|
%
|
||
Other
|
1,127
|
|
|
870
|
|
|
29.5
|
%
|
|
39.3
|
%
|
||
Net revenues
|
21,332
|
|
|
22,953
|
|
|
(7.1
|
)%
|
|
0.1
|
%
|
||
Costs charged in arriving at OIBDA
|
19,603
|
|
|
21,850
|
|
|
(10.3
|
)%
|
|
(3.5
|
)%
|
||
OIBDA
|
$
|
1,729
|
|
|
$
|
1,103
|
|
|
56.8
|
%
|
|
71.5
|
%
|
|
|
|
|
|
|
|
|
||||||
OIBDA margin
|
8.1
|
%
|
|
4.8
|
%
|
|
3.3 p.p.
|
|
|
3.4 p.p.
|
|
|
For the Three Months Ended March 31, (US$ 000's)
|
||||||||||||
|
|
|
|
|
Movement
|
||||||||
|
2019
|
|
|
2018
|
|
|
% Act
|
|
|
% Lfl
|
|
||
Television advertising
|
$
|
10,810
|
|
|
$
|
11,510
|
|
|
(6.1
|
)%
|
|
1.1
|
%
|
Carriage fees and subscriptions
|
6,412
|
|
|
5,267
|
|
|
21.7
|
%
|
|
31.0
|
%
|
||
Other
|
628
|
|
|
753
|
|
|
(16.6
|
)%
|
|
(10.3
|
)%
|
||
Net revenues
|
17,850
|
|
|
17,530
|
|
|
1.8
|
%
|
|
9.6
|
%
|
||
Costs charged in arriving at OIBDA
|
12,919
|
|
|
12,877
|
|
|
0.3
|
%
|
|
8.0
|
%
|
||
OIBDA
|
$
|
4,931
|
|
|
$
|
4,653
|
|
|
6.0
|
%
|
|
14.1
|
%
|
|
|
|
|
|
|
|
|
||||||
OIBDA margin
|
27.6
|
%
|
|
26.5
|
%
|
|
1.1 p.p.
|
|
|
1.1 p.p.
|
|
|
For the Three Months Ended March 31, (US$ 000's)
|
||||||||||||
|
|
|
|
|
Movement
|
||||||||
|
2019
|
|
|
2018
|
|
|
% Act
|
|
|
% Lfl
|
|
||
Revenue:
|
|
|
|
|
|
|
|
||||||
Television advertising
|
$
|
111,047
|
|
|
$
|
123,306
|
|
|
(9.9
|
)%
|
|
(2.1
|
)%
|
Carriage fees and subscriptions
|
29,550
|
|
|
28,564
|
|
|
3.5
|
%
|
|
12.2
|
%
|
||
Other revenue
|
5,962
|
|
|
4,839
|
|
|
23.2
|
%
|
|
33.3
|
%
|
||
Net Revenues
|
146,559
|
|
|
156,709
|
|
|
(6.5
|
)%
|
|
1.6
|
%
|
||
Operating expenses:
|
|
|
|
|
|
|
|
||||||
Content costs
|
70,360
|
|
|
78,460
|
|
|
(10.3
|
)%
|
|
(2.7
|
)%
|
||
Other operating costs
|
13,248
|
|
|
14,467
|
|
|
(8.4
|
)%
|
|
(0.7
|
)%
|
||
Depreciation of property, plant and equipment
|
8,226
|
|
|
8,387
|
|
|
(1.9
|
)%
|
|
6.3
|
%
|
||
Amortization of broadcast licenses and other intangibles
|
2,194
|
|
|
2,356
|
|
|
(6.9
|
)%
|
|
1.3
|
%
|
||
Cost of revenues
|
94,028
|
|
|
103,670
|
|
|
(9.3
|
)%
|
|
(1.6
|
)%
|
||
Selling, general and administrative expenses
|
24,894
|
|
|
28,458
|
|
|
(12.5
|
)%
|
|
(5.1
|
)%
|
||
Operating income
|
$
|
27,637
|
|
|
$
|
24,581
|
|
|
12.4
|
%
|
|
23.2
|
%
|
|
For the Three Months Ended
March 31, (US$ 000's)
|
|||||||||
|
2019
|
|
|
2018
|
|
|
% Act
|
|
||
Interest expense
|
$
|
(8,242
|
)
|
|
$
|
(17,818
|
)
|
|
53.7
|
%
|
Other non-operating income / (expense):
|
|
|
|
|
|
|||||
Interest income
|
152
|
|
|
144
|
|
|
5.6
|
%
|
||
Foreign currency exchange (loss) / gain, net
|
(3,077
|
)
|
|
4,390
|
|
|
(170.1
|
)%
|
||
Change in fair value of derivatives
|
(36
|
)
|
|
(228
|
)
|
|
84.2
|
%
|
||
Loss on extinguishment of debt
|
(151
|
)
|
|
(109
|
)
|
|
(38.5
|
)%
|
||
Other income, net
|
15
|
|
|
11
|
|
|
36.4
|
%
|
||
Provision for income taxes
|
(4,547
|
)
|
|
(4,215
|
)
|
|
(7.9
|
)%
|
||
Income from discontinued operations, net of tax
|
—
|
|
|
316
|
|
|
NM
(1)
|
|
||
Net loss attributable to noncontrolling interests
|
7
|
|
|
178
|
|
|
(96.1
|
)%
|
(1)
|
Number is not meaningful.
|
|
For the Three Months Ended
March 31, (US$ 000's) |
||||||
|
2019
|
|
|
2018
|
|
||
Revaluation of intercompany loans
|
$
|
(180
|
)
|
|
$
|
269
|
|
Transaction (losses) / gains on long-term debt and other financing arrangements
|
(727
|
)
|
|
2,020
|
|
||
Transactional (losses) / gains on evaluation of monetary assets and liabilities
|
(2,170
|
)
|
|
2,101
|
|
||
Transaction (losses) / gains
|
$
|
(3,077
|
)
|
|
$
|
4,390
|
|
|
For the Three Months Ended
March 31, (US$ 000's) |
|||||||||
|
2019
|
|
|
2018
|
|
|
% Act
|
|
||
Currency translation adjustment, net
|
$
|
(15,843
|
)
|
|
$
|
11,785
|
|
|
(234.4
|
)%
|
Unrealized (loss) / gain on derivative instruments
|
(3,331
|
)
|
|
191
|
|
|
NM
(1)
|
|
(1)
|
Number is not meaningful.
|
|
For the Three Months Ended
March 31, (US$ 000's) |
||||||||
|
2019
|
|
|
2018
|
|
|
% Act
|
||
Foreign exchange (loss) / gain on intercompany transactions
|
$
|
(612
|
)
|
|
$
|
1,531
|
|
|
NM
(1)
|
Foreign exchange (loss) / gain on the Series B Preferred Shares
|
(5,106
|
)
|
|
7,151
|
|
|
NM
(1)
|
||
Currency translation adjustment
|
(10,125
|
)
|
|
3,103
|
|
|
NM
(1)
|
||
Currency translation adjustment, net
|
$
|
(15,843
|
)
|
|
$
|
11,785
|
|
|
NM
(1)
|
(1)
|
Number is not meaningful.
|
|
Condensed Consolidated Balance Sheet (US$ 000’s)
|
||||||||||||
|
March 31, 2019
|
|
|
December 31, 2018
|
|
|
% Act
|
|
|
% Lfl
|
|
||
Current assets
|
$
|
343,130
|
|
|
$
|
374,093
|
|
|
(8.3
|
)%
|
|
(5.8
|
)%
|
Non-current assets
|
1,102,539
|
|
|
1,114,268
|
|
|
(1.1
|
)%
|
|
1.4
|
%
|
||
Current liabilities
|
171,477
|
|
|
139,692
|
|
|
22.8
|
%
|
|
25.9
|
%
|
||
Non-current liabilities
|
782,220
|
|
|
849,978
|
|
|
(8.0
|
)%
|
|
(6.2
|
)%
|
||
Temporary equity
|
269,370
|
|
|
269,370
|
|
|
—
|
%
|
|
—
|
%
|
||
CME Ltd. shareholders’ equity
|
222,171
|
|
|
229,020
|
|
|
NM
(1)
|
|
|
NM
(1)
|
|
||
Noncontrolling interests in consolidated subsidiaries
|
431
|
|
|
301
|
|
|
43.2
|
%
|
|
(1.6
|
)%
|
(1)
|
Number is not meaningful.
|
|
For the Three Months Ended March 31, (US$ 000's)
|
||||||
|
2019
|
|
|
2018
|
|
||
Net cash generated from continuing operating activities
|
$
|
96,009
|
|
|
$
|
71,495
|
|
Net cash used in continuing investing activities
|
(4,359
|
)
|
|
(5,353
|
)
|
||
Net cash used in continuing financing activities
|
(71,736
|
)
|
|
(60,526
|
)
|
||
Net cash provided by discontinued operations
|
—
|
|
|
9,554
|
|
||
Impact of exchange rate fluctuations on cash and cash equivalents
|
(1,913
|
)
|
|
2,515
|
|
||
Net increase in cash and cash equivalents
|
$
|
18,001
|
|
|
$
|
17,685
|
|
|
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
|
$
|
695,599
|
|
|
$
|
—
|
|
|
$
|
168,902
|
|
|
$
|
526,697
|
|
|
$
|
—
|
|
Long-term debt – interest
|
142,015
|
|
|
27,340
|
|
|
53,142
|
|
|
61,533
|
|
|
—
|
|
|||||
Unconditional purchase obligations
|
76,195
|
|
|
24,231
|
|
|
39,670
|
|
|
11,582
|
|
|
712
|
|
|||||
Operating lease obligations
|
14,023
|
|
|
3,930
|
|
|
4,947
|
|
|
2,620
|
|
|
2,526
|
|
|||||
Finance lease obligations
|
16,092
|
|
|
6,072
|
|
|
8,940
|
|
|
1,070
|
|
|
10
|
|
|||||
Other long-term obligations
|
25,711
|
|
|
12,177
|
|
|
8,404
|
|
|
5,130
|
|
|
—
|
|
|||||
Total contractual obligations
|
$
|
969,635
|
|
|
$
|
73,750
|
|
|
$
|
284,005
|
|
|
$
|
608,632
|
|
|
$
|
3,248
|
|
Expected Maturity Dates
|
|
2019
|
|
|
2020
|
|
|
2021
|
|
|
2022
|
|
|
2023
|
|
|
Thereafter
|
|
Long-term Debt (000's):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Variable rate (EUR)
|
|
—
|
|
|
—
|
|
|
150,335
|
|
|
—
|
|
|
468,800
|
|
|
—
|
|
Average interest rate
(1)
|
|
—
|
|
|
—
|
|
|
1.28
|
%
|
|
—
|
|
|
1.28
|
%
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest Rate Swaps (000's):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Variable to fixed (EUR)
|
|
150,335
|
|
|
—
|
|
|
619,135
|
|
(2)
|
—
|
|
|
468,800
|
|
(3)
|
—
|
|
Average pay rate
|
|
0.31
|
%
|
|
—
|
|
|
0.32
|
%
|
|
—
|
|
|
0.97
|
%
|
|
—
|
|
Average receive rate
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
(1)
|
As discussed in Item 1,
Note 4, "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
March 31, 2019
.
|
(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 1,
Note 12, "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 1,
Note 12, "Financial Instruments and Fair Value Measurements"
.
|
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 1,
Note 4, "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 1,
Note 12, "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 1,
Note 12, "Financial Instruments and Fair Value Measurements"
.
|
Exhibit Number
|
|
Description
|
10.01+
|
|
|
|
|
|
10.02+
|
|
|
|
|
|
31.01
|
|
|
|
|
|
31.02
|
|
|
|
|
|
31.03
|
|
|
|
|
|
32.01
|
|
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Schema Document
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Calculation Linkbase Document
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Definition Linkbase Document
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Label Linkbase Document
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Presentation Linkbase Document
|
|
|
Central European Media Enterprises Ltd.
|
Date:
|
April 30, 2019
|
/s/ David Sturgeon
David Sturgeon
Executive Vice President and Chief Financial Officer
Principal Financial Officer and Principal Accounting Officer
|
1.
|
Grant of Award
. The Company hereby grants to the Grantee, in accordance with the terms of the Plan and subject to and upon the terms, conditions and restrictions of this Agreement, the number of restricted stock units (the “Restricted Stock Units”, “RSUs” or the “Award”) as follows:
|
STOCK UNITS GRANTED:
|
[●] (in words:[●])
|
DATE OF GRANT:
|
[●]
|
VESTING SCHEDULE:
|
Restricted Stock Units will vest in four installments on the date in the following schedule (the “Regular Vesting Schedule”), subject to the Grantee’s continuous employment with the Company or any of its Affiliates or service as a non-executive director of the Company (together, “Service”) from the date hereof through the applicable vesting date:
|
Vesting Date
|
Restricted Stock Units Vesting
|
|
|
Incremental Amount of
RSUs Vesting
|
Cumulative Amount of
RSUs Vested
|
[●]
|
25% of Award / [●] RSUs
|
[●] RSUs
|
[●]
|
25% of Award / [●] RSUs
|
[●] RSUs
|
[●]
|
25% of Award / [●] RSUs
|
[●] RSUs
|
[●]
|
25% of Award / [●] RSUs
|
[●] RSUs
|
2.
|
Additional Vesting Provisions
.
|
(a)
|
Right to Award
. This Award shall vest in accordance with the vesting schedule set forth on the Regular Vesting Schedule in Section 1 and with the applicable provisions of the Plan and this Agreement.
|
(b)
|
Termination of Service
. In the event the Grantee’s Service ceases for any reason (other than as provided in Section 2(c) below or Annex A), Restricted Stock Units that have not previously vested prior to such cessation of Service shall immediately be forfeited to the Company without payment of any consideration for the Restricted Stock Units, and the Grantee will have no further right, title or interest in or to such Restricted Stock Units or the underlying shares.
|
(c)
|
Death or Disability
. In the event the Grantee’s Service ceases due to the Grantee’s death or termination by the Company due to disability, the Restricted Stock Units that have not previously vested shall become fully vested upon such cessation. For purposes of this Agreement, “disability” means the Grantee’s inability to perform the duties and responsibilities required of the Grantee by reason of a physical or mental disability or infirmity which has continued for more than one hundred and twenty (120) consecutive calendar days in any twelve (12) consecutive month period, as determined by the Committee.
|
(d)
|
Additional Vesting Events
. Notwithstanding any other provision of this Agreement or the Plan, Awards of Restricted Stock Units that have not previously vested will vest in accordance with the provision of Annex A in connection with a Change in Control, a Delisting Event, a Disposition Event or a Qualifying Termination Event (in each case as defined in Annex A).
|
3.
|
Settlement of the Award; Delivery of Shares
.
|
(a)
|
Delivery of Shares
. Subject to Sections 5, 7 and 8, the Company shall issue shares of Class A Common Stock within sixty (60) days following the vesting of the Award or portion thereof.
|
(b)
|
Book-entry Settlement
. Upon issuance of shares of Class A Common Stock, the Company shall name the Grantee as the registered holder of such shares in the Company’s share register.
|
4.
|
Adjustments for Changes in Capitalization
. In the event the Committee makes any adjustment to the Restricted Stock Units underlying the Award pursuant to the Plan following a change of capitalization, any additional Restricted Stock Units or other property that become subject to the Award will, unless otherwise determined by the Committee, be subject to the same forfeiture restrictions, delivery requirements and other provisions of this Agreement applicable to Restricted Stock Units underlying this Award. No fractional shares or rights to fractional shares of Class A Common Stock will be created or issued. Any fraction of a share will be rounded down to the nearest whole share.
|
5.
|
Withholding Taxes
. Grantee acknowledges that Grantee may be liable for taxes assessed and/or withheld on the Award pursuant to applicable federal, state, national or local law under the applicable laws of the jurisdiction where the Grantee is resident or may otherwise be applicable to the Grantee in respect of the Restricted Stock Units or the issuance of shares of Class A Common Stock underlying the Restricted Stock Units.
|
(a)
|
Amount of Withholding Taxes
. If the Company is required to withhold any amount in connection with the vesting and settlement of an Award, the Company shall inform the Grantee prior to the settlement of any portion of the Award 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 determined will be owed by the Grantee by reason of the vesting and/or settlement of the Award and (ii) the amount, if any, that the Company or any of its Affiliates will be required to withhold from the Grantee by reason of such vesting and/or settlement.
|
(b)
|
Payment of Withholding Taxes
. The Grantee may satisfy its obligation in respect of withholding Taxes: (a) by paying to the Company in cash an amount equal to the withholding Taxes no later than the date of settlement of the Award; or (b) subject to compliance with applicable law and the Company’s Insider Trading Policy, by delivering to the Company an instruction to a broker approved by the Company providing for the assignment of the proceeds from the sale of some or all of the shares of Class A Common Stock to be received on the settlement of an Award. The Company may withhold amounts from any compensation otherwise payable to the Grantee by the Company or any of its Affiliates, and the Grantee hereby authorizes the withholding from compensation payable to Grantee, any amounts required to satisfy the federal, state, national or local withholding Tax obligations of the Company or any of its Affiliates in connection with the Award. The Company shall not be required to deliver any shares of Class A Common Stock if it has not received satisfactory evidence of payment of all withholding Taxes.
|
(c)
|
Satisfying Withholding Tax Obligations with Shares
. The Company may, in the discretion of the Committee, permit the Grantee to satisfy all or any portion of the Company’s or any of its Affiliates’ obligations for withholding Taxes in respect of an Award by deducting from the shares of Class A Common Stock the Grantee would otherwise receive a number of shares having a fair market value equal to the amount of withholding Taxes that are payable (using the 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 Restricted Stock Units.
|
7.
|
Rights as a Shareholder
. Neither the Grantee nor the Grantee’s representative shall have any rights as a shareholder with respect to any shares of Class A Common Stock underlying any Restricted Stock Units until such Award or any portion thereof, as the case may be, has vested and such shares of Class A Common Stock have been issued, recorded in the records of the Company or its transfer agent and delivered to the Grantee. The Grantee must complete such administrative documentation required by this Agreement or the Committee before the Company may issue the shares of Class A Common Stock, record such issuance in the records of the Company or its transfer agent and deliver such shares of Class A Common Stock to the Grantee following a Vesting Date. The Company may postpone such issuance, recording and delivery of the shares of Class A Common Stock if such proper documentation is not received by the Company. If proper documentation is not received by the Company within sixty (60) days of a Vesting Date, the corresponding portion of the Award, in the sole discretion of the Committee, may be forfeited for no consideration.
|
8.
|
Regulatory Compliance
. The Company may postpone issuing and recording the shares of Class A Common Stock to the Grantee issuable pursuant to this Agreement in the records of the Company or its transfer agent for such period as may be required to comply with any applicable requirements under any applicable securities laws, the listing requirements of any applicable stock exchange, and any requirements under any other applicable law, and the Company shall not be obligated to deliver any such shares of Class A Common Stock to the Grantee if either delivery thereof would constitute a violation of any provision of any law or of any regulation of any governmental authority or any applicable stock exchange. The Company shall not be liable to the Grantee or its representative for any damages relating from any delays in recording the issuance and delivery of shares to the Grantee in the records of the Company or its transfer agent or any mistakes or errors connected therewith.
|
9.
|
Effect Upon Service.
Nothing contained in this Agreement or in the Plan shall confer upon the Grantee any right with respect to the continuation of the Grantee’s Service with the Company or interfere in any way with the right of the Company, subject to the terms of any separate agreement to the contrary, at any time to terminate such Service.
|
10.
|
Reference to the Plan.
The Award has been granted pursuant to and subject to the provisions of the Plan, which are hereby incorporated herein by reference. Except as otherwise provided herein, in the event of any conflict between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall govern. All capitalized terms that are used in this Agreement and not otherwise defined herein shall have the meanings ascribed to them in the Plan.
|
11.
|
Determinations.
The Committee has the power to interpret the Plan and this Agreement and to administer, interpret and apply the Plan in respect of the Restricted Stock Units in a manner consistent with the terms thereof and hereof (including, but not limited to, determining, in is sole and absolute discretion, whether any Restricted Stock Units have vested and whether any unvested Restricted Stock Units of the Grantee may be accelerated and the corresponding Vesting Date thereof). Each determination, interpretation or other action made or taken pursuant to the provisions of this Agreement by the Committee shall be final and conclusive for all purposes and shall be binding upon all persons, including, without limitation, the Company and the Grantee, and the Grantee’s respective successors and assigns.
|
12.
|
Incentive Compensation Recoupment Policy
. The Award and the underlying Restricted Stock Units are subject to recoupment in accordance with the Company’s Incentive Compensation Recoupment Policy in effect from time to time.
|
13.
|
Section 409A of the Code
. It is intended that the Restricted Stock Units are exempt from Sections 409A and 457A of the U.S. Internal Revenue Code of 1986 (as amended, the “Code”) pursuant to the “short-term deferral” rule applicable to each such section, as set forth in the regulations or other guidance published thereunder. Notwithstanding the foregoing, the Grantee shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on the Grantee in connection with the Award (including any taxes and penalties under Sections 409A and 457A of the Code), and neither the Company nor any of its Affiliates shall have any obligation to indemnify or otherwise hold the Grantee harmless from any or all of such taxes or penalties.
|
14.
|
Acceptance of Award; Electronic Delivery
. The grant of Restricted Stock Units evidenced by this Agreement shall be forfeited for no consideration if this Agreement is not accepted by the Grantee by executing and returning a copy of this Agreement to the Company within ninety (90) days of the date hereof. By executing this Agreement, the Grantee (i) consents to the electronic delivery of this Agreement, all information with respect to the Plan and the Award, and any documents of the Company that are generally provided to the Company’s shareholders (which may be delivered via the internet or as the Company otherwise directs); (ii) acknowledges that the Grantee may receive from the Company a paper copy of any documents delivered electronically at no cost by contacting the Company in writing; and (iii) further acknowledges that the Grantee may revoke the Grantee’s consent to the electronic delivery of documents at any time by notifying the Company of such revocation in writing and providing current notice information for delivery of paper copies.
|
15.
|
Notices.
Any notice under this Agreement shall be addressed to the Company in care of its General Counsel at the 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.
|
In the event of a Change in Control, Awards of Restricted Stock Units then outstanding will fully vest immediately prior to such Change in Control.
|
3.
|
In the event of a Time Warner Transaction and the Company continues to be publicly traded with its shares of Class A Common Stock listed on the NASDAQ Global Market, the RSUs granted hereunder will continue to vest according to Regular Vesting Schedule set out in Section 1 of the Agreement until the earliest to occur of (i) the final Vesting Date, (ii) a Qualifying Termination Event, (iii) a Delisting Event, or (iv) a Disposition Event.
|
4.
|
In connection with a Qualifying Termination Event, the Awards of Restricted Stock Units then outstanding will fully vest immediately prior to such Qualifying Termination Event.
|
5.
|
In connection with a Delisting Event or a Disposition Event, the Awards of Restricted Stock Units then outstanding will fully vest immediately prior to such Delisting Event or Disposition Event.
|
1.
|
Grant of Award
. The Company hereby grants to the Grantee, in accordance with the terms of the Plan and subject to and upon the terms, conditions and restrictions of this Agreement, the number of restricted stock units (the “Restricted Stock Units”, “RSUs” or the “Award”) as follows:
|
STOCK UNITS GRANTED:
|
[●] (in words:[●])
|
DATE OF GRANT:
|
[●]
|
VESTING SCHEDULE:
|
Restricted Stock Units will vest in four installments on the date in the following schedule (the “Regular Vesting Schedule”), subject to the Grantee’s continuous employment with the Company or any of its Affiliates or service as a non-executive director of the Company (together, “Service”) from the date hereof through the applicable vesting date:
|
Vesting Date
|
Restricted Stock Units Vesting
|
|
|
Incremental Amount of
RSUs Vesting
|
Cumulative Amount of
RSUs Vested
|
[●]
|
25% of Award / [●] RSUs
|
[●] RSUs
|
[●]
|
25% of Award / [●] RSUs
|
[●] RSUs
|
[●]
|
25% of Award / [●] RSUs
|
[●] RSUs
|
[●]
|
25% of Award / [●] RSUs
|
[●] RSUs
|
2.
|
Additional Vesting Provisions
.
|
(a)
|
Right to Award
. This Award shall vest in accordance with the vesting schedule set forth on the Regular Vesting Schedule in Section 1 and with the applicable provisions of the Plan and this Agreement.
|
(b)
|
Termination of Service
. In the event the Grantee’s Service ceases for any reason (other than as provided in Section 2(c) below or Annex A), Restricted Stock Units that have not previously vested prior to such cessation of Service shall immediately be forfeited to the Company without payment of any consideration for the Restricted Stock Units, and the Grantee will have no further right, title or interest in or to such Restricted Stock Units or the underlying shares.
|
(c)
|
Death or Disability
. In the event the Grantee’s Service ceases due to the Grantee’s death or termination by the Company due to disability, the Restricted Stock Units that have not previously vested shall become fully vested upon such cessation. For purposes of this Agreement, “disability” means the Grantee’s inability to perform the duties and responsibilities required of the Grantee by reason of a physical or mental disability or infirmity which has continued for more than one hundred and twenty (120) consecutive calendar days in any twelve (12) consecutive month period, as determined by the Committee.
|
(d)
|
Additional Vesting Events
. Notwithstanding any other provision of this Agreement or the Plan, Awards of Restricted Stock Units that have not previously vested will vest in accordance with the provisions of Annex A in connection with a Change in Control, a Delisting Event, a Disposition Event or a Qualifying Termination Event (in each case as defined in Annex A).
|
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.
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4.
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Adjustments for Changes in Capitalization
. In the event the Committee makes any adjustment to the Restricted Stock Units underlying the Award pursuant to the Plan following a change of capitalization, any additional Restricted Stock Units or other property that become subject to the Award will, unless otherwise determined by the Committee, be subject to the same forfeiture restrictions, delivery requirements and other provisions of this Agreement applicable to Restricted Stock Units underlying this Award. No fractional shares or rights to fractional shares of Class A Common Stock will be created or issued. Any fraction of a share will be rounded down to the nearest whole share.
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5.
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Withholding Taxes
. Grantee acknowledges that Grantee may be liable for taxes assessed and/or withheld on the Award pursuant to applicable federal, state, national or local law under the applicable laws of the jurisdiction where the Grantee is resident or may otherwise be applicable to the Grantee in respect of the Restricted Stock Units or the issuance of shares of Class A Common Stock underlying the Restricted Stock Units.
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(a)
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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 determined will be owed by the Grantee by reason of the vesting and/or settlement of the Award and (ii) the amount, if any, that the Company or any of its Affiliates will be required to withhold from the Grantee by reason of such vesting and/or settlement.
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(b)
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Payment of Withholding Taxes
. The Grantee may satisfy its obligation in respect of withholding Taxes: (a) by paying to the Company in cash an amount equal to the withholding Taxes no later than the date of settlement of the Award; or (b) subject to compliance with applicable law and the Company’s Insider Trading Policy, by delivering to the Company an instruction to a broker approved by the Company providing for the assignment of the proceeds from the sale of some or all of the shares of Class A Common Stock to be received on the settlement of an Award. The Company may withhold amounts from any compensation otherwise payable to the Grantee by the Company or any of its Affiliates, and the Grantee hereby authorizes the withholding from compensation payable to Grantee, any amounts required to satisfy the federal, state, national or local withholding Tax obligations of the Company or any of its Affiliates in connection with the Award. The Company shall not be required to deliver any shares of Class A Common Stock if it has not received satisfactory evidence of payment of all withholding Taxes.
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(c)
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Satisfying Withholding Tax Obligations with Shares
. The Company may, in the discretion of the Committee, permit the Grantee to satisfy all or any portion of the Company’s or any of its Affiliates’ obligations for withholding Taxes in respect of an Award by deducting from the shares of Class A Common Stock the Grantee would otherwise receive a number of shares having a fair market value equal to the amount of withholding Taxes that are payable (using the 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.
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6.
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Non Transferability.
The Grantee shall not sell, assign, exchange, transfer (other than by will or the laws of descent or distribution), pledge, charge, hypothecate or otherwise dispose of or encumber the Award or the Restricted Stock Units.
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7.
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Rights as a Shareholder
. Neither the Grantee nor the Grantee’s representative shall have any rights as a shareholder with respect to any shares of Class A Common Stock underlying any Restricted Stock Units until such Award or any portion thereof, as the case may be, has vested and such shares of Class A Common Stock have been issued, recorded in the records of the Company or its transfer agent and delivered to the Grantee. The Grantee must complete such administrative documentation required by this Agreement or the Committee before the Company may issue the shares of Class A Common Stock, record such issuance in the records of the Company or its transfer agent and deliver such shares of Class A Common Stock to the Grantee following a Vesting Date. The Company may postpone such issuance, recording and delivery of the shares of Class A Common Stock if such proper documentation is not received by the Company. If proper documentation is not received by the Company within sixty (60) days of a Vesting Date, the corresponding portion of the Award, in the sole discretion of the Committee, may be forfeited for no consideration.
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8.
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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.
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9.
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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.
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10.
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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.
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11.
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Determinations.
The Committee has the power to interpret the Plan and this Agreement and to administer, interpret and apply the Plan in respect of the Restricted Stock Units in a manner consistent with the terms thereof and hereof (including, but not limited to, determining, in is sole and absolute discretion, whether any Restricted Stock Units have vested and whether any unvested Restricted Stock Units of the Grantee may be accelerated and the corresponding Vesting Date thereof). Each determination, interpretation or other action made or taken pursuant to the provisions of this Agreement by the Committee shall be final and conclusive for all purposes and shall be binding upon all persons, including, without limitation, the Company and the Grantee, and the Grantee’s respective successors and assigns.
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12.
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Incentive Compensation Recoupment Policy
. The Award and the underlying Restricted Stock Units are subject to recoupment in accordance with the Company’s Incentive Compensation Recoupment Policy in effect from time to time.
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13.
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Section 409A of the Code
. It is intended that the Restricted Stock Units are exempt from Sections 409A and 457A of the U.S. Internal Revenue Code of 1986 (as amended, the “Code”) pursuant to the “short-term deferral” rule applicable to each such section, as set forth in the regulations or other guidance published thereunder. Notwithstanding the foregoing, the Grantee shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on the Grantee in connection with the Award (including any taxes and penalties under Sections 409A and 457A of the Code), and neither the Company nor any of its Affiliates shall have any obligation to indemnify or otherwise hold the Grantee harmless from any or all of such taxes or penalties.
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14.
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Acceptance of Award; Electronic Delivery
. The grant of Restricted Stock Units evidenced by this Agreement shall be forfeited for no consideration if this Agreement is not accepted by the Grantee by executing and returning a copy of this Agreement to the Company within ninety (90) days of the date hereof. By executing this Agreement, the Grantee (i) consents to the electronic delivery of this Agreement, all information with respect to the Plan and the Award, and any documents of the Company that are generally provided to the Company’s shareholders (which may be delivered via the internet or as the Company otherwise directs); (ii) acknowledges that the Grantee may receive from the Company a paper copy of any documents delivered electronically at no cost by contacting the Company in writing; and (iii) further acknowledges that the Grantee may revoke the Grantee’s consent to the electronic delivery of documents at any time by notifying the Company of such revocation in writing and providing current notice information for delivery of paper copies.
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15.
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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.
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16.
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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.
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17.
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Governing Law.
This Agreement and all determinations made and actions taken pursuant hereto shall be governed by the laws of Bermuda.
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18.
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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.
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19.
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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.
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CENTRAL EUROPEAN MEDIA ENTERPRISES LTD.
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By:
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Name: [●]
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Title: [●]
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GRANTEE
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Signed:
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[●]
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1.
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For purposes of this Agreement, the following definitions shall apply:
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2.
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In the event of a Change in Control, Awards of Restricted Stock Units then outstanding will fully vest immediately prior to such Change in Control.
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3.
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In the event of a Time Warner Transaction and the Company continues to be publicly traded with its shares of Class A common stock listed on the NASDAQ Global Market, the RSUs granted hereunder will continue to vest according to Regular Vesting Schedule set out in Section 1 of the Agreement until the earliest to occur of (i) the final Vesting Date, (ii) a Qualifying Termination Event, (iii) a Delisting Event, or (iv) a Disposition Event.
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4.
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In connection with a Qualifying Termination Event, the Awards of Restricted Stock Units then outstanding will fully vest immediately prior to such Qualifying Termination Event.
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5.
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In connection with a Delisting Event or a Disposition Event, the Awards of Restricted Stock Units then outstanding will fully vest immediately prior to such Delisting Event or Disposition Event.
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1.
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I have reviewed this quarterly report on Form 10-Q of Central European Media Enterprises Ltd.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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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/ Michael Del Nin
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Michael Del Nin
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co-Chief Executive Officer
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(co-Principal Executive Officer)
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April 30, 2019
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1.
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I have reviewed this quarterly report on Form 10-Q of Central European Media Enterprises Ltd.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any changes in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report), that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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/s/ Christoph Mainusch
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Christoph Mainusch
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co-Chief Executive Officer
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(co-Principal Executive Officer)
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April 30, 2019
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1.
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I have reviewed this quarterly report on Form 10-Q of Central European Media Enterprises Ltd.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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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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April 30, 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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April 30, 2019
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April 30, 2019
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April 30, 2019
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