UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
| (Mark One) | ||
ý | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the fiscal year ended December 31, 2008 | ||
OR | ||
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the transition period from to | ||
Commission file number 000-52003
CTC MEDIA, INC.
(Exact name of registrant as specified in its charter)
| Delaware (State or Other Jurisdiction of Incorporation or Organization) | 58-1869211 (I.R.S Employer Identification No.) | |
| Pravda Street, 15A 125124 Moscow, Russia (Address of Principal Executive Offices) | (Zip Code) |
Registrant's telephone number, including area code:+7-495-785-6333
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Name of each exchange on which registered | |
|---|---|---|
| Common Stock, $.01 par value per share | The NASDAQ Global Select Market |
Securities registered pursuant to section 12(g) of the Act:None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yeso Noý
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yeso Noý
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yesý Noo
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.ý
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act (Check one):
| Large accelerated filer ý | Accelerated filer o | Non-accelerated filer o (Do not check if a smaller reporting company) | Smaller reporting company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.): Yeso Noý
The aggregate market value of the voting stock held by non-affiliates as of June 30, 2008 (the last business day of the registrant's most recently completed second fiscal quarter), based on the closing price of the common stock on the NASDAQ Global Market on such date, was $1,297,054,769. The registrant has no non-voting stock.
There were 152,155,213 shares of common stock, $.01 par value per share, of the registrant outstanding as of February 24, 2009.
CTC Media, Inc. (the "Company") is filing this Amendment No. 1 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2008, originally filed with the Securities and Exchange Commission on March 2, 2009, in order to correct the following typographical errors:
This Amendment No. 1 amends the typographical errors in Items 7 and 8 described above. All other items and exhibits contained in the Annual Report on Form 10-K as filed on March 2, 2009 remain unchanged. In accordance with Exchange Act Rule 12b-15, new certifications of the Company's Chief Executive Officer and Chief Financial Officer are also being filed. This Amendment No. 1 does not reflect facts or events occurring after the original file date of March 2, 2009 nor modify (except as set forth above) or update the disclosures in any way.
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Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.
The table set forth below replaces in its entirety the table captioned "Consolidated statement of income data" set forth in Item 7 on page 50 of the Annual Report on Form 10-K filed by the Company with the Securities and Exchange Commission on March 2, 2009.
Consolidated statement of income data
| | Year ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | 2006 | 2007 | 2008 | |||||||||
Revenues: | ||||||||||||
Advertising | 96.4 | % | 95.9 | % | 97.4 | % | ||||||
Sublicensing and other | 3.6 | 4.1 | 2.6 | |||||||||
Total operating revenues | 100.0 | 100.0 | 100.0 | |||||||||
Expenses: | ||||||||||||
Direct operating expenses (exclusive of depreciation and amortization) | (4.3 | ) | (4.0 | ) | (5.3 | ) | ||||||
Selling, general and administrative (exclusive of depreciation and amortization) | (15.2 | ) | (14.8 | ) | (15.2 | ) | ||||||
Amortization of programming rights | (31.8 | ) | (32.5 | ) | (34.5 | ) | ||||||
Amortization of sublicensing rights | (1.8 | ) | (2.0 | ) | (1.3 | ) | ||||||
Depreciation and amortization (exclusive of amortization of programming rights) | (5.3 | ) | (5.8 | ) | (2.1 | ) | ||||||
Impairment loss | — | — | (36.3 | ) | ||||||||
Total operating expenses | (58.4 | ) | (59.1 | ) | (94.7 | ) | ||||||
Operating income | 41.6 | 40.9 | 5.3 | |||||||||
Foreign currency gains (losses) | 0.4 | — | (4.5 | ) | ||||||||
Interest income | 0.9 | 2.3 | 1.0 | |||||||||
Interest expense | (0.5 | ) | — | (1.5 | ) | |||||||
Gains on sale of businesses | 0.3 | 0.2 | — | |||||||||
Other non-operating (losses) income, net | (0.1 | ) | 0.3 | 0.1 | ||||||||
Equity in income of investee companies | 0.6 | (0.3 | ) | 0.2 | ||||||||
Income before income tax and minority interest | 43.2 | 43.4 | 0.7 | |||||||||
Income tax expense | (13.2 | ) | (13.4 | ) | (3.1 | ) | ||||||
(Income) loss attributable to minority interest | (1.3 | ) | (1.2 | ) | 5.9 | |||||||
Net income | 28.7 | % | 28.8 | % | 3.5 | % | ||||||
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Item 8. Financial Statements and Supplementary Data.
The Consolidated Statements of Cash Flows set forth on the following page replaces in its entirety the Consolidated Statements of Cash Flows in Item 8 on page F-5 of the Annual Report on Form 10-K filed by the Company with the Securities and Exchange Commission on March 2, 2009.
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CTC MEDIA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands of US dollars)
| | Year ended December 31, | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | 2006 | 2007 | 2008 | |||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||||||||
Net income | 106,325 | 135,913 | 22,454 | |||||||||||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||||
Deferred tax benefit | (9,615 | ) | (14,699 | ) | (66,142 | ) | ||||||||
Depreciation and amortization | 19,651 | 27,361 | 13,379 | |||||||||||
Amortization of programming rights | 118,026 | 153,531 | 220,557 | |||||||||||
Amortization of sublicensing rights | 6,773 | 9,629 | 8,443 | |||||||||||
Stock-based compensation expense | 7,155 | 13,694 | 16,083 | |||||||||||
Gain on disposal of property and equipment | (174 | ) | (662 | ) | — | |||||||||
Gain on sale of businesses | (919 | ) | (747 | ) | — | |||||||||
Equity in (income) loss of unconsolidated investees | (1,896 | ) | 1,195 | (1,511 | ) | |||||||||
Income (loss) attributable to minority interest | 4,918 | 5,842 | (37,934 | ) | ||||||||||
Foreign currency (gains) losses | (1,579 | ) | (151 | ) | 28,861 | |||||||||
Impairment loss | — | — | 232,683 | |||||||||||
Changes in operating assets and liabilities: | ||||||||||||||
Trade accounts receivable | (1,068 | ) | 124 | (26,692 | ) | |||||||||
Prepayments | 716 | 3,025 | (14,366 | ) | ||||||||||
Other assets | (2,153 | ) | (2,330 | ) | 8,503 | |||||||||
Accounts payable and accrued liabilities | (1,138 | ) | 2,049 | 863 | ||||||||||
Deferred revenue | 2,732 | (3,537 | ) | 4,036 | ||||||||||
Other liabilities | 1,942 | 2,161 | 20,986 | |||||||||||
Dividends received from equity investees | 713 | 2,427 | 1,421 | |||||||||||
Acquisition of programming and sublicensing rights | (133,625 | ) | (176,802 | ) | (245,684 | ) | ||||||||
Net cash provided by operating activities | 116,784 | 158,023 | 185,937 | |||||||||||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||||||||
Acquisitions of property and equipment | (3,650 | ) | (5,076 | ) | (4,804 | ) | ||||||||
Acquisitions of intangibles | (224 | ) | (564 | ) | (5,261 | ) | ||||||||
Acquisitions of businesses, net of cash acquired | (21,897 | ) | (34,833 | ) | (408,967 | ) | ||||||||
Proceeds from sale of businesses, net of cash disposed | 1,482 | 827 | — | |||||||||||
Proceeds from sale of property and equipment | 673 | 2,055 | — | |||||||||||
Other | 12 | — | — | |||||||||||
Net cash used in investing activities | (23,604 | ) | (37,591 | ) | (419,032 | ) | ||||||||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||||||||
Proceeds from issuances of common stock | 105,041 | — | — | |||||||||||
Common stock issuance costs | (394 | ) | — | — | ||||||||||
Proceeds from exercise of stock options | 5,855 | 6,582 | 1,849 | |||||||||||
Proceeds from loans | 19,000 | — | 135,000 | |||||||||||
Repayments of loans | (60,384 | ) | — | (110,193 | ) | |||||||||
Decrease in restricted cash | (12 | ) | (60 | ) | (30 | ) | ||||||||
Dividends paid to minority interest | (3,750 | ) | (5,789 | ) | (6,031 | ) | ||||||||
Net cash provided by financing activities | 65,356 | 733 | 20,595 | |||||||||||
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS | 2,706 | 9,366 | 3,482 | |||||||||||
Net increase (decrease) in cash and cash equivalents | 161,242 | 130,531 | (209,018 | ) | ||||||||||
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR | 15,300 | 176,542 | 307,073 | |||||||||||
CASH AND CASH EQUIVALENTS AT END OF YEAR | 176,542 | 307,073 | 98,055 | |||||||||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||||||||||||
Interest paid | 1,948 | — | 16,508 | |||||||||||
Income tax paid | 57,896 | 75,296 | 93,159 | |||||||||||
The accompanying notes are an integral part of these financial statements.
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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| CTC MEDIA, INC. | |||
By: | /s/ ANTON KUDRYASHOV Anton Kudryashov Chief Executive Officer | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the date indicated.
Signature | Title | Date | ||
|---|---|---|---|---|
| /s/ ANTON KUDRYASHOV Anton Kudryashov | Chief Executive Officer (Principal Executive Officer) | March 27, 2009 | ||
/s/ BORIS PODOLSKY Boris Podolsky | Chief Financial Officer (Principal Financial Officer) | March 27, 2009 | ||
/s/ ANNA POUTKO Anna Poutko | Chief Accounting Officer (Principal Accounting Officer) | March 27, 2009 | ||
* Hans-Holger Albrecht | Co-Chairman of the Board of Directors | March 27, 2009 | ||
* Peter Aven | Co-Chairman of the Board of Directors | March 27, 2009 | ||
* Charles Burdick | Director | March 27, 2009 | ||
* Alexander Rodnyansky | Director | March 27, 2009 | ||
* Elena Grechina | Director | March 27, 2009 |
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Signature | Title | Date | ||
|---|---|---|---|---|
| * Tamjid Basunia | Director | March 27, 2009 | ||
* Werner Klatten | Director | March 27, 2009 | ||
* Oleg Sysuev | Director | March 27, 2009 | ||
* Kaj Gradevik | Director | March 27, 2009 | ||
* Irina Gofman | Director | March 27, 2009 |
| *By: | /s/ ANNA POUTKO Anna Poutko Attorney-in-Fact |
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